EXHIBIT 5.1

January 8,  2004

Lapis  Technologies,  Inc.
19  W.  34th  Street,  Suite  1008
New  York,  NY,  10001

     Re:     Lapis  Technologies,  Inc.
     Registration  Statement  on  Form  SB-2,  Amendment  Number  3
     for  733,000  Shares  of  Common  Stock

Ladies  and  Gentlemen:

     We  have  acted  as  counsel  to  Lapis  Technologies,  Inc.,  a  Delaware
corporation  (the  "Registrant"),  in  connection  with  the  preparation  of  a
Registration  Statement  on Form SB-2 (the "Registration Statement") to be filed
with  the  Securities  and  Exchange  Commission  (the  "Commission")  under the
Securities  Act of 1933, as amended (the "Securities Act"), on or about the date
hereof,  in  connection  with  the  proposed offering of up to 733,000 shares of
Common  Stock, par value $0.001 per share (the "Common Stock") of the Registrant
(the  "Securities").

     For  purposes  of  this  opinion  we  have  examined:  (i) the Registration
Statement,  (ii)  the  Certificate  of  Incorporation,  and  the  By-Laws of the
Registrant,  and  amendments  thereto,  if  any,  (iii)  resolutions  of  the
Registrant's  Board  of Directors, and (iv) such documents, records, agreements,
proceedings  and  legal  matters  as  we  have deemed necessary to examine. With
respect  to  any documents or other corporate records which we have examined, we
have  assumed the genuineness of all signatures on, and the authenticity of, all
documents  submitted  to  us  as  originals,  and the conformity to the original
documents  submitted  to  us  as  certified  or  photostatic  copies.

     This  opinion  opines upon Delaware law including the statutory provisions,
all  applicable  provisions  of  the Delaware Constitution and reported judicial
decisions  interpreting  those  laws.

Based  upon  the  foregoing,  we  are  of  the  opinion  that:

(1)     the  Registrant  is  a  corporation duly organized, validly existing and
in  good  standing  under  the  laws  of  the  State  of  Delaware,  and

(2)     the  Securities  sold  pursuant  to  the  Registration  Statement  are
validly  issued,  fully  paid  and  non-assessable.

     We  hereby  consent  to  the  filing of this opinion with the Commission as
Exhibit  5 to the Registration Statement. We also consent to the reference to us
in  the  prospectus  included  in  the  Registration Statement under the caption
"Legal  Matters."  In giving the foregoing consent, we do not thereby admit that
we  are  in the category of persons whose consent is required under Section 7 of
the  Securities  Act  or the rules and regulations of the Commission thereunder.

Sincerely,

/s/  Gottbetter  &  Partners,  LLP

GOTTBETTER  &  PARTNERS,  LLP