As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/10/11  Verint Systems Inc                S-8         6/10/11    3:364K                                   Merrill Corp-MD/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to         HTML    255K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5.1      Opinion re: Legality                                HTML     10K 
 3: EX-23.1     Consent of Experts or Counsel                       HTML      6K 

EXHIBIT 5.1

 

JONES DAY

 

June 10, 2011

 

Verint Systems Inc.
330 South Service Road
Melville, New York 11747

 

Re:                             Registration Statement on Form S-8 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 certain selling stockholders of (i) 1,500 restricted shares (the “Equity Incentive Plan Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), granted pursuant to the Verint Systems Inc. Stock Incentive Compensation Plan, as amended, and (ii) 317,225 restricted shares (the “2010 Plan Shares” and, together with the Equity Incentive Plan Shares, the “Shares”) of the Company’s Common Stock granted pursuant to the Verint Systems Inc. 2010 Long-Term Stock Incentive Plan.

 

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 on Form S-8 filed by the Company to effect registration of the Shares under the Securities Act of 1933 (the “Act”). 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,
	/s/ JONES DAY