Exhibit 5.1

September 2, 2005

Ebix, Inc.

1900 E. Golf Road

Schaumburg, Illinois 60173

Re: Registration Statement on Form S-8

Dear Ladies and Gentlemen:

We have acted as counsel for Ebix, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of a Registration Statement on Form S-8 (the “Registration Statement”) for the registration under the Securities Act of 1933, as amended (the “Act”), of an aggregate of 1,059,277 shares (the “Shares”) of the Company’s common stock, $.10 par value per share (the “Common Stock”).  The Shares may be issued pursuant to the Company’s 1996 Stock Incentive Plan, as amended (the “Plan”).  This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

In connection with this opinion, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of the following:

1.  The Registration Statement;

2.  The Certificate of Incorporation of the Company, as amended;

3.  The By-laws of the Company, as amended;

4.  The Plan;

5.  The Forms of agreements under the Plan; and

6.  Such other instruments, documents, statements, certificates and records of the Company and others as we have deemed relevant and necessary to examine and rely upon for the purpose of this opinion.

In connection with this opinion, we have assumed the legal capacity of all natural persons, the accuracy and completeness of all documents and records that we have reviewed, the genuineness of all signatures, the authenticity of the documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or reproduced copies.

Based upon and subject to the foregoing, we are of the opinion that, when the Shares are issued and delivered by the Company (and, to the extent applicable, paid for) in accordance with the terms of the Plan and certificates representing the Shares have been manually signed by an authorized officer of the transfer agent and registrar for the Common Stock or registered and issued electronically through The Depository Trust Company, the up to 1,059,277 Shares issuable under the Plans and covered by the Registration Statement will be validly issued, fully paid and non-assessable.

Our opinion expressed above is limited to the General Corporation Law of the State of Delaware, the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such laws, and we do not express any opinion herein concerning any other laws.  This opinion is given as of the date hereof and we assume no obligation to advise you of changes that may hereafter be brought to our attention. In connection therewith, we hereby consent to the use of this opinion for filing as Exhibit 5.1 to the Registration Statement.  In giving this consent,

we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the related rules and regulations thereunder.

Very truly yours,

/s/ Katten Muchin Rosenman LLP

KATTEN MUCHIN Rosenman LLP