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February 27, 2023 | |
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Protalix BioTherapeutics, Inc. 2 University Plaza Suite 100 Hackensack, NJ 07601 | |
Re:Protalix BioTherapeutics, Inc. |
Ladies and Gentlemen: |
We have acted as counsel to Protalix BioTherapeutics, Inc. a Delaware corporation (the “Company”), in connection with the issuance and sale by the Company from time to time of shares of its common stock, $0.001 par value (“Common Stock”), having an aggregate offering price of up to $20,000,000 (the “Shares”), pursuant to a Registration Statement on Form S-3 (Registration Statement No. 333-264394) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), the prospectus, dated April 29, 2022 (the “Base Prospectus”), and the prospectus supplement, dated February 27, 2023, filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Act (the “Prospectus Supplement”). The Base Prospectus and the Prospectus Supplement are collectively referred to as the “Prospectus.” The Shares are to be sold by the Company in the manner described in the Registration Statement and the Prospectus.
In connection with this opinion, we have examined copies, certified or otherwise identified to our satisfaction, of: (i) the Certificate of Incorporation of the Company, dated March 30, 2016, as amended by that Certificate of Amendment, dated August 16, 2016, that Second Certificate of Amendment, dated January 15, 2019, that Third Certificate of Amendment, dated December 16, 2019, and that Fourth Certificate of Amendment, dated July 26, 2022; (ii) the Bylaws of the Company, dated March 31, 2016; (iii) certain resolutions of the board of directors of the Company, relating to the issuance and sale of the Shares; (iv) the Registration Statement; and (v) the Prospectus. In addition, we have examined originals or copies, certified or otherwise identified to our satisfaction, of certain other corporate records, documents, instruments and certificates of public officials and of the Company, and we have made such inquiries of officers of the Company and public officials and considered such questions of law as we have deemed necessary for purposes of rendering the opinion set forth herein.
In connection with this opinion, we have assumed the genuineness of all signatures and the authenticity of all items submitted to us as originals and the conformity with originals of all items submitted to us as copies. In making our examination of documents executed by parties other than the Company, we have assumed that each other party has the power and authority to execute and deliver, and to perform and observe the provisions of, such documents and has duly authorized, executed and delivered such documents, and that such documents constitute the legal, valid and binding obligations of each such party. We also have assumed the integrity and completeness of the minute books of the Company presented to us for
