Exhibit 5.1
Tel-Aviv, May 14, 2015 Camtek Ltd. P.O. Box 544, Ramat Gabriel Industrial Park Migdal Ha’Emek 23150, Israel Ladies and Gentlemen: We have acted as Israeli counsel to Camtek Ltd., a company limited by shares organized under the laws of the state of Israel (the "Company"), in connection with the Prospectus Supplement filed pursuant to Rule 424(b)(5) under the Securities Act of 1933 (the "Act"), dated May 14, 2015 (the "Pro-Sup"), and to the Registration Statement on Form F-3 (File No. 333-194303) (the "Registration Statement") filed by the Company on April 1, 2014 with and declared effective on April 14, 2014 by the Securities and Exchange Commission (the "SEC") under the Act, relating to the offering of 4,300,000 ordinary shares (the "Firm Shares") of the Company, par value NIS 0.01 per share ("Ordinary Shares"), as well as a 30 day option to acquire additional 450,000 ordinary shares to cover over allotments in connection with the above offering (the "Additional Shares"). This opinion is being furnished in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K. In our capacity as your Israeli counsel in connection with your preparation and filing of the Pro-Sup, we have examined and relied without investigation as to matters of fact upon the Pro-Sup and the exhibits thereto, and upon such certificates, upon statements and results of inquiries of public officials and officers and representatives of the Company and originals or copies, certified or otherwise identified to our satisfaction, of such other documents, corporate records, certificates and instruments as we have deemed necessary or appropriate to enable us to render the opinions expressed herein. We have assumed the genuineness of all signatures on all documents examined by us, the legal competence and capacity of all natural persons, the correctness and completeness of certificates of public officials and the representations set forth therein, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies. As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company. | * Amnon Shiboleth * Yaacov Yisraeli Richard M. Roberts * Itzhak Zisman Moshe H. Ne'eman Joseph Zaltzman Lior Aviram Helena Beilin Hillel Ish-Shalom Shmuel Hamou Revital Ben-Artzi Omer Ben-Zvi Gadi Graus Orit Sternhell-Zalcman Ofer Shapira Adi Zaltzman Eran Balint Limor Peled Gadi Ouzan Ofer Manor Michal Barak Yair Salomon Itai Leshem Amir Fisher Gil Rosenberg Ofer Ben-Yehuda Orit Marom-Albeck Hadas Raccah-Dvir * Tal Karplus * Amir S. Iliescu Keren Maimon-Sandler Vered Horesh Roy Kubovsky ** Shelly Blatt Zak Liat Vigdor * Amir Shachar Nati Agmon Elad Greiner Eyal Gilboa ____________________ * Oren Heiman Miri Bickel Benny Kalifi Dr. Yuval Karniel * Michelle Tzhori ____________________ Of Counsel I. Amihud Ben-Porath | Saul Adereth Karin Adler Jonathan Assif * Jonathan Atir Ibrahim Atrash, CPA Kfir Azulay Shalom Balas, CPA Lior Baltuch Batia Barad Avigail Ben-Aroya Cohen * Moty Ben-Yona Adi Bernstein Saar Binyamin Michal Borovsky Merav Bruckner Assaf Cohen Liron Cohen Einat Davidson Efrat Dayagi Adam Dozetas * Meital Dror Keren Elgrably-Goldman Dotan Elnatan Tal Elul Nitsan Feldman Yael Flatau-Bilu Noa Gelerman Barak Golan Amit Goldblatt-Nadav, CPA Eynat Grunewald David Hadar David Hillel Rotem Haklay Yael Hasid Ido Hazan Uriah Igaeli Ben Inbar Mouhamad Kaboub Edan Kaplansky Hillel H. Katchen Itay Kellner Lidar Kupershmidt Irina (Iris) Kushel Tirza Less-Gross Adi Lev Avital Levinzon Maya Maly Marina Mazin Eitan Mor Hila Moshe Michal Ofarim Galit Ofer Meyrav Oren Shahar Petel Sivan Piner Elinor Polak Inbal Puny Gal Rahav Ronit Roshkovsky Guy Salomon Omri Sarig Avi Savitzki Adva Schulman Vica Schreiber Pinhas Shahar Ido Shomrony Effy A. Stern Iris Theys Nadav Yanir Chezi Yehezkeli Racheli Zilberberg Beatriz Zymler * Admitted also in New York **Admitted also in England |
Based upon the foregoing, in reliance thereon and subject to the assumptions, comments, qualifications, limitations and exceptions stated herein and the effectiveness of the Pro-Sup under the Act, we are of the opinion that:
1. | The Firm Shares and Additional Shares have been duly authorized for issuance, and when issued, upon payment of the consideration therefor as contemplated in the Underwriting Agreement dated as of May 14, 2015, among Needham & Company, LLC, as representative of several underwriters listed on Schedule I thereto and the Company (the "Underwriting Agreement") will be validly issued, fully paid and non-assessable. |
In addition to the assumptions, comments, qualifications, limitations and exceptions set forth above, the opinions set forth herein are further limited by, subject to and based upon the following assumptions, comments, qualifications, limitations and exceptions:
1. | We are members of the Israel Bar and we are opining herein as to the effect on the subject transaction only of the internal laws of the State of Israel, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction. In rendering our opinions, we have not considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any other jurisdiction, court or administrative agency. This opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters. |
We consent to the filing of this opinion letter on Form 6-K and to the use of our name under the caption "Legal Matters" in the Pro-Sup. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations promulgated thereunder.
This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments, including, without limitation, in the law, which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or the Firm Shares or Additional Shares, except as set forth above.
Very truly yours,
Shibolet & Co.
Advocates & Notaries
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