Tel Aviv, March 25, 2018
Compugen Ltd.
26 Harokmim St.,
Holon, 5885849
Israel
Ladies and Gentlemen:
We refer to the registration statement on Form S-8 (the “Registration Statement”), to be filed by Compugen Ltd., a Company organized under the laws of the state of Israeli (the “Company”), with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), relating to the registration of 1,700,000 Ordinary Shares, nominal value NIS 0.01 each (the “Shares”), authorized for issuance pursuant to the Compugen Ltd. 2010 Share Incentive Plan (the “Plan”).
This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
In our capacity as the Company's Israeli counsel in connection with the registering of the Shares pursuant to the Registration Statement, we have examined copies of the Company’s Articles of Association, as amended, the Plan, protocols of meetings of the board of directors of the Company and its shareholders with respect to the Plan and other corporate records, instruments and documents we have considered necessary or appropriate for the purpose of this opinion, which were presented to us by the Company, and such matters of Israeli law we have considered necessary or appropriate for the purpose of rendering this opinion. We have assumed that the Company presented to us all such protocols and documents relating to or having any bearing on the Plan.
In our examination, we have assumed the genuineness of all signatures, the legal 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. We have assumed the same to have been properly given and to be accurate, we have assumed the truth of all facts communicated to us by the Company, and we have assumed that all protocols of meetings of the Company's board of directors and shareholders which have been provided to us are true and accurate and have been properly prepared in accordance with the Company's incorporation documents and all applicable laws.
Based upon and subject to the foregoing, we are of the opinion that the Shares being registered pursuant to this Registration Statement have been duly and validly authorized for issuance, and if, and when, issued pursuant to the terms and conditions of the Plan, such Shares will be validly issued, fully paid and nonassessable.
We are members of the Israeli Bar and we are opining herein as to the effect on the subject matter 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.
This opinion letter is rendered as of the date hereof 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, the Plan or the Shares.
We 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 party whose consent is required to be filed with the Registration Statement under Section 7 of the Act or the rules and regulations promulgated thereunder.
| Very truly yours,
/s/ Shibolet & Co. Advocates & Notary |
