exhibit_5-1.htm

Exhibit 5.1

YIGAL ARNON & CO.

ADVOCATES AND NOTARY

1 Azrieli Center

Tel Aviv 67021

February 3, 2011

Tower Semiconductor Ltd.

Ramat Gavriel Industrial Zone

Migdal Haemek

ISRAEL

Dear Sir and Madam:

We have acted as Israeli counsel to Tower Semiconductor Ltd. (the "Company"), a corporation organized under the laws of the State of Israel. As such, we have participated in the preparation of the Company's registration statement on Form F-3 (the "Registration Statement") relating to the registration under the United States Securities Act of 1933, as amended, of the offering for resale by the selling securityholders of up to 8,452,216 ordinary shares of the Company (the "Shares"), par value 1.00 NIS each, which are have been issued in accordance with terms of the Amended and Restated Facility Agreement by and among the Company and the selling securityholders, dated September 29, 2008, as further amended to date.

As counsel to the Company in Israel, we have examined such corporate records, documents, agreements and such matters of law as we have considered necessary or appropriate for the purpose of rendering this opinion. Upon the basis of such examination, we advise you that in our opinion the Shares have been duly authorized and are legally issued, fully paid and nonassesable.

We are members of the Israel Bar, and the opinions expressed herein are limited to questions arising under the laws of the State of Israel, and we disclaim any opinion whatsoever with respect to matters governed by the laws of any other jurisdiction.

We consent to the reference to this firm under the caption "Legal Matters" in the Registration Statement, and we consent to the filing of this opinion as an exhibit to the Registration Statement.

Sincerely,

/s/Yigal Arnon & Co.

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Yigal Arnon & Co.