EX-5 2 exhibit5.htm OPINION OF AMIT BIRK, ADV

EXHIBIT 5

EXHIBIT 5

LEGAL DEPARTMENT Magic Software המחלקה המשפטית

March 6, 2006

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, N.W.

Washington, D.C.  20549

Re:

Magic Software Enterprises Ltd.

Ladies and Gentlemen:

As counsel for Magic Software Enterprises Ltd., an Israeli company (the “Company”), I have reviewed the Company's 2000 Employee Stock Option Plan, as amended,  (the “Plan”), and the authorization to issue up to 600,000 additional Ordinary Shares, par value NIS 0.1 per share, of the Company (the “Shares”) upon exercise of options under the Plan.

I have also examined originals, or copies certified or otherwise identified to my satisfaction, of such corporate records and such other documents, as I have deemed relevant as a basis for my opinion hereinafter expressed.

Based on the foregoing, I am of the opinion that the Shares have been duly and validly authorized for issuance and, when paid for in accordance with the terms of the Plan, the options granted thereunder will be legally issued, fully paid and non-assessable.

I hereby consent to the filing of this opinion as an exhibit to the Company's Form S-8 Registration State­ment relating to the Plan.

Very truly yours,

/s/ Amit Birk

_____________________

Amit Birk, Adv.

Magic Software Enterprises Ltd.	מג'יק תעשיות תוכנה בע"מ
5 HaPlada Street, Or-Yehuda 60218 Israel	רחוב הפלדה 5,  אור יהודה 60218, ישראל
Tel:  (972-3) 538-9292 Fax: (972-3) 538-9393	טל:   5389292-03 פקס: 5389393-03