Attached files
| file | filename |
|---|---|
| S-1/A - FORM S-1/A - VERINT SYSTEMS INC | y86334a4sv1za.htm |
| EX-23.1 - EX-23.1 - VERINT SYSTEMS INC | y86334a4exv23w1.htm |
| EX-24.3 - EX-24.3 - VERINT SYSTEMS INC | y86334a4exv24w3.htm |
Exhibit 5.1
JONES DAY
January
5, 2011
Verint Systems Inc.
330 South Service Road
Melville, New York 11747
330 South Service Road
Melville, New York 11747
Re: Registration Statement on Form S-1 Filed by Verint Systems Inc.
Ladies and Gentlemen:
We have acted as counsel for Verint Systems Inc., a Delaware corporation (the “Company”), in
connection with the resale by a selling stockholder of up to 2,300,000 shares (the “Shares”) of the
Company’s common stock, par value $0.001 per share, in connection with the Registration Statement
on Form S-1 (Registration No. 333-169025) (the “Registration Statement”), filed by the Company to
effect registration of the Shares under the Securities Act of 1933 (the “Act”).
In connection with the opinion expressed herein, we have examined such documents, records and
matters of law as we have deemed relevant or necessary for purposes of this opinion. Based on the
foregoing, and subject to the further limitations, qualifications and assumptions set forth herein,
we are of the opinion that the Shares have been authorized by all necessary corporate action of the
Company and are validly issued, fully paid and nonassessable.
The opinion expressed herein is limited to the General Corporation Law of the State of
Delaware, including the applicable provisions of the Delaware Constitution and the reported
judicial decisions interpreting such law, in each case as currently in effect, and we express no
opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement
and to the reference to Jones Day under the caption “Legal Matters” in the prospectus constituting
a part of such Registration Statement. In giving such 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
rules and regulations of the Securities and Exchange Commission promulgated thereunder.
| Very truly yours, |
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| /s/ JONES DAY | ||||