[GROSS, KLEINHENDLER, HODAK, HALEVY, GREENBERG & CO. LETTERHEAD]


                                                      Exhibit 5.1
                                                      Tel Aviv, January 15, 2002
                                                      Our ref: 9308/1501

Gilat Satellite Networks Ltd.
21 Yegia Kapayim Street
Daniv Park, Kiryat Arye
Petah Tikva 49130
Israel

     RE: REGISTRATION STATEMENT ON FORM F-4 FOR GILAT SATELLITE NETWORKS LTD.

Ladies and Gentlemen:

We are Israeli counsel to Gilat Satellite Networks Ltd. (the "Company"), and
have acted as such in connection with the preparation of Amendment No. 1 to the
Registration Statement on Form F-4 (File No. 333-71422) (the "Registration
Statement"), to be filed by the Company with the Securities and Exchange
Commission (the "Commission") on January 15, 2002 under the Securities Act of
1933, as amended (the "Act"), in connection with the issuance of up to 466,105
ordinary shares, par value NIS 0.01 per share of the Company (the "Ordinary
Shares"), upon the exercise of an option granted to rStar Corporation ("rStar")
to purchase the Ordinary Shares (the "Option") in connection with a tender offer
for common stock of rStar in exchange for cash and Ordinary Shares.

In rendering this opinion, we have examined and relied upon a copy of the
Registration Statement. We have also examined, or have arranged for the
examination by an attorney or attorneys under our general supervision,
originals or copies of originals, certified or otherwise identified to our
satisfaction, of all agreements, documents, certificates and other statements
of governmental officials and other instruments, and we have examined such
questions of law and have satisfied ourselves as to such matters of fact, as we
have considered relevant and necessary as a basis for this opinion. In our
examination, we have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals, the conformity with the original of all documents submitted to
us as certified or photostatic copies and the authenticity of the originals of
such latter documents.

We are advocates qualified to practice law only in the State of Israel and are
not admitted to practice in any other jurisdiction, nor are we or do we purport
to be experts on the laws of any other jurisdiction. The opinions expressed
herein are rendered solely with respect to the laws of the State of Israel.

Based on and subject to the foregoing and to the other qualifications and



              GROSS, KLEINHENDLER, HODAK, HALEVY, GREENBERG & CO.
                                  LAW OFFICES

limitations set forth herein, we are of the opinion that the Ordinary Shares
will be legally issued, fully paid and nonassessable upon their issuance in
accordance with the terms of the Option as described in the Registration
Statement.

We hereby consent to use of our name in the Registration Statement under the
caption "Taxation" and to the filing of this opinion as an exhibit to the
Registration Statement.


                         Very truly yours,

                         /s/ Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co.

                         Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co.



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