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Re: | Registration Statement on Form S-8 for Non-plan Share Options of XTL Biopharmaceuticals Ltd. |
Ladies and Gentlemen:
We are acting as Israeli counsel to XTL Biopharmaceuticals Ltd., a public limited company incorporated under the laws of Israel (the “Company) in connection with the filing of the above-referenced Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register under the Securities Act of 1933, as amended (the “Securities Act”), 9,250,000 Ordinary Shares (the “Shares”), par value 0.02 New Israeli Shekels, which may be issued by the Company to Michael S. Weiss upon exercise of non-plan share options granted to him under the terms of an Option Award Agreement (the “Non Plan”).
The Shares were registered on a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). This opinion is being furnished in accordance with the requirements of Form 601(b)(5) of Regulation S-K under the Securities Act.
We have examined the Articles of Association of the Company, the Form of Share Certificate for the Company’s Ordinary Shares, records of proceedings of the Board of Directors, committees thereof, and the shareholders of the Company deemed by us to be relevant to this opinion letter, the Non Plan, and the Registration Statement. We also have made such further legal and factual examinations and investigations as we deemed necessary for purposes of expressing the opinion set forth herein.
Based on the foregoing, it is our opinion that the Shares are duly authorized for issuance, and, when issued by the Company in accordance with the terms of the Non Plan, will be validly issued, fully paid and nonassessable.
XTL Biopharmaceuticals Ltd.
January 17, 2008
Page 2
This opinion letter is provided for use solely in connection with the transactions contemplated by the Non Plan and may not be used, circulated, quoted or otherwise relied upon for any other purpose without our express written consent. The only opinion rendered by us consists of those matters set forth in the fourth paragraph hereof, and no opinion may be implied or inferred beyond those expressly stated. Our opinion expressed herein is 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 our opinion expressed herein.
We consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name wherever appearing in the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
The opinion set forth herein is limited to the laws of the State of Israel, and we do not express any opinion herein concerning any other laws.
Very truly yours, | |||
/s/ Kantor & Co., Law Offices | |||
Kantor & Co., Law Offices |