EXHIBIT 5.1
Ampa Tower | INFO@GOLDFARB.COM | |
98 Yigal Alon Street | WWW.GOLDFARB.COM | |
Tel Aviv 6789141, Israel | ||
Tel +972 (3) 608-9999 | ||
Fax +972 (3) 608-9909 |
August 20, 2018
NICE Ltd. 13 Zarchin Street Ra'anana 4310602 Israel |
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), on behalf of NICE Ltd. (the “Company”), relating to 13,242 of the Company’s Ordinary Shares, NIS 1.00 nominal value per share, issuable upon the vesting of restricted share awards under the 1999 Plan, pursuant to an Agreement and Plan of Merger dated as of April 25, 2018 (the “Agreement”), by and among the Company (solely for purposes of Section 8.16 of the Agreement), NICE Systems, Inc. (a wholly owned subsidiary of the Company) and NICE Acquisition Sub, Inc. (a wholly-owned indirect subsidiary of the Company) and Mattersight Corporation, following the closing of the transactions contemplated by the Agreement.
We are members of the Israel Bar and we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws of Israel.
In connection with this opinion, we have examined such corporate records, other documents, and such questions of Israeli law as we have considered necessary or appropriate for the purpose of this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of documents submitted to us as certified or photostatic copies, the authenticity of the originals of such copies and, as to matters of fact, the accuracy of all statements and representations made by officers of the Company.
Based on the foregoing and subject to the qualifications stated herein, we advise you that in our opinion, the Shares, once the restricted share awards vest in accordance with the 1999 Plan, and when paid for pursuant to the terms of the 1999 Plan, will be duly authorized, validly issued, fully paid and non-assessable.
This opinion is rendered as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof that may affect this opinion.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of the Act.
Sincerely,
/s/ Goldfarb Seligman & Co.
Goldfarb Seligman & Co.