<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>exhibit51.txt
<DESCRIPTION>LEGAL OPINION
<TEXT>




                                                           EXHIBIT 5

                        Goldfarb, Levy, Eran, Meiri & Co.
                               Europe-Israel Tower
                             2 Weizmann Street 64239
                                Tel Aviv, Israel

May 22, 2006

NICE Systems Ltd.
8 Hapnina Street
P.O. Box 690
43107 Ra'anana
Israel

Ladies and Gentlemen:

         We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), on behalf of NICE Systems Ltd.
(the "Company"), relating to 1,531,056 of the Company's Ordinary Shares, NIS
1.00 nominal value per share, issuable upon the exercise of options granted or
to be granted under the NICE Systems Ltd. 2003 Stock Option Plan (the "Plan").

         We are members of the Israel Bar and we express no opinion as to any
matter relating to the laws of any jurisdiction other than the laws of Israel.

         In connection with this opinion, we have examined such corporate
records, other documents, and such questions of Israeli law as we have
considered necessary or appropriate for the purposes of this. In such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to original
documents of documents submitted to us as certified or photostatic copies, the
authenticity of the originals of such copies and the due constitution of the
Board of Directors of the Company.

         Based on the foregoing and subject to the qualifications stated herein,
we advise you that in our opinion, the shares being registered pursuant to the
Registration Statement, when issued upon the exercise of options granted in
accordance with the Plan, will be duly authorized, validly issued, fully paid
and non-assessable

         We hereby consent to the filing of this opinion as part of the
Registration Statement. This consent is not to be construed as an admission that
we are a person whose consent is required to be filed with the Registration
Statement under the provisions of the Act.


                                       Very truly yours,

                                       /s/ Goldfarb, Levy, Eran, Meiri & Co.

                                       Goldfarb, Levy, Eran, Meiri & Co.

</TEXT>
</DOCUMENT>
