Exhibit 5.01
August 7, 2008
Radcom Ltd.
24 Raoul Wallenberg Street
Tel Aviv 69719 Israel
Re: | Registration Statement on Form F-3 |
Dear Ladies and Gentlemen:
We refer to the Registration Statement on Form F-3 (the “Registration Statement”) to be filed with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), on behalf of Radcom Ltd. (the “Company”), relating to 976,564 of the Company’s ordinary shares, par value NIS 0.20 per share (the “Shares”) and warrants (the “Warrants”) to purchase up to 501,301 of the Company’s ordinary shares (the “Warrant Shares”).
As Israeli counsel for the Company, we have examined such corporate records, other documents, and such questions of Israeli law as we have considered necessary or appropriate for the purposes of this opinion. For the purposes of this opinion, we have assumed and have not independently verified (i) the authenticity and completeness of all documents, (ii) the genuineness of all signatures; (iii) the conformity to original documents of all copies (whether facsimiled, photostatic or otherwise); (iv) the due execution and delivery of all documents; and (vi) no changes in corporate records following our review thereof.
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.
Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized, validly issued, fully paid and non-assessable and that the Warrant Shares, when issued upon exercise of the Warrants in accordance with their terms, will be duly authorized and validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as a part of the Registration Statement and the references to this firm in the sections of the prospectus entitled “Validity of Securities” and “Enforceability of Civil Liabilities”. This consent is not to be construed as an admission that we are a party whose consent is required to be filed with the Registration Statement under the provisions of the Act.
Very truly yours, | ||
/s/ Goldfarb, Levy, Eran, Meiri, Tzafrir & Co. | ||
Goldfarb, Levy, Eran, Meiri, Tzafrir & Co. |