EX-5.1 2 dex51.htm OPINION OF MORRISON & FOERSTER Opinion of Morrison & Foerster

Exhibit 5.1

January 26, 2007

DSP Group, Inc.

3120 Scott Boulevard

Santa Clara, California 95054

Ladies and Gentlemen:

At your request, we have examined the Registration Statement on Form S-8 to be filed by DSP Group, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) on January 26, 2007 (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended, of 851,335 shares of the Company’s Common Stock, $0.001 par value (the “Common Stock”) reserved for issuance under the Company’s 2003 Israeli Share Incentive Plan (the “Plan”).

As counsel to the Company, we have examined the proceedings taken by the Company in connection with the reservation of an aggregate of 851,335 shares of Common Stock for issuance under the Plan.

It is our opinion that the 851,335 shares of Common Stock which may be issued and sold by the Company pursuant to the Plan, when issued and sold in the manner referenced in the Registration Statement, will be legally and validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any further amendments thereto.

 

Very truly yours,

/s/ Morrison & Foerster LLP

Morrison & Foerster LLP