Rosetta Genomics (ROSGQ) 6-K Rosetta Genomics Announces Pricing of $5 Million Concurrent

Exhibit 5.1

Amir Amar
Yaron Reiter Ehud Shochatovitch
Ram Jeanne
Eyal Roy Sageª«¶
Yacov Cohen©
Rami Zalko
Yoav Caspiª Nir Oren Halit Simchoni Aharon Barda Dana Amirª Oded Grossª Assaf Lapid Ariella Ablov Dana Battatª Ben Haklaiª Yaniv Dekel Ruthy Wysenbeek-Shauliª Dr. Guy Sagiª Hagit Fartook Ronit Zmani-Armoni Yve Binestock Maya Bar-On© Koby Mamukaª Roi Goldfarb Einat Lasserª Liraz Goldsteinª Meirav Gol Ran Rivlin Vardit Tal Dvir Itay Singerª Ohad Duvedevanyª Amihai Beer Hofit Wassermanª Ofry Yaromª Inbal Yanovski Yael Appel Chen Solomonª Ofer Ben-Assa Tal Kedmi Gili Alpern Orly Vidan
Liraz Tuashi-Bugdari
Marina Levin-Lemper Alon Sukenik Adi Karp
Avishay Cohen Merav Hirsh Gilad Arieli Yael Weiss Reznikª Efrat Hershkovitz Naftali Fridman Gil’ad Ronen Liron Dahan Moran Shraga Nabila Kaboub Shmulik Tzvi Roey Dotan Sariel Cohen Maayan Apelman-Schwartz Lital Ben-Zimra Geter Assaf Amram Roy Kariv Alon Wertheim Nitsan Glik Matan Sherf Tzlil Perlmutter Yonatan Bzura Tal Friedman Keren Weiss May Vasilevitski Yael Harrosh Ynon Hashmonay Yana Reznik Hotoveli Naomi Atzpour Guy Zamir Meital Shlomo Efrat Gladshtein David Chalfa Noam Sella Amir Tubul Hadar Melamed   Of Counsel: Hila Tirosh Galyah Natan-Epstein²   ªLL.M               ©MBA «New York       ²Notary ¶England & Wales (non-practising)  23 November 2016 Our ref: PDOC-1376764533-89   To Rosetta Genomics Ltd. 10 Plaut Street Rehovot 76706 Israel   By email   Dear Sir/Madam,   Re: Rosetta Genomics Ltd. 1.    We have acted as Israeli legal counsel to Rosetta Genomics Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection with the execution and delivery by the Company of a Securities Purchase Agreement dated as of November 23, 2016 (the “Securities Purchase Agreement”) between the Company and the Purchasers identified on the signature pages of the Securities Purchase Agreement (the “Purchasers”) and in connection with a prospectus supplement dated November 23, 2016 (the "Prospectus Supplement"), for the issuance and sale by the Company to the Purchasers, of up to (i) 1,095,000 ordinary shares, nominal value NIS 0.6 each, of the Company (the “Shares”), pursuant to the Securities Purchase Agreement, (ii) $3,160,000 in principal amount of convertible debentures (the “Debentures”), and (iii) the ordinary shares issuable upon conversion of the Debentures (the “Conversion Shares”), pursuant to a registration statement on Form F−3, Registration No. 333-210366 filed by the Company with the Securities and Exchange Commission on March 23, 2016, the base prospectus dated March 30, 2016 and the Prospectus Supplement.   2.    In connection with this opinion, we have examined such agreements, certificates, and other statements of corporate officers and other representatives of the Company, and other documents provided to us by the Company, and such other documents and corporate records, questions of law and other matters as we deemed necessary or appropriate in order to enable us to express the opinions hereinafter set forth. As to matters of fact relevant to our opinion, we have relied exclusively, without independent investigation or verification, upon statements of officers and representatives of the Company.  

mail@ayr.co.il■tel. +972.3.6019601■fax. +972.3.6019602■ ayr-lawyers■www.ayr.co.il

Main office: 14 Abba Hillel Rd., Ramat-Gan 5250607, Israel■Tel-Aviv office: Azrielli Centre, Square Tower, Tel-Aviv 6702501, Israel

3. In rendering an opinion on the matters hereinafter set forth, we have assumed the authenticity andcompleteness of all documents submitted to us as originals, the conformity to original documents of all photocopies, conformed copies, email or facsimiles submitted to us, the genuineness of all signatures and the legal capacity and due authenticity of all persons executing such documents. We have assumed the same to have been properly given and to be accurate, and we have assumed the truth of all facts communicated to us by the Company, and have assumed that all consents, minutes and protocols of meetings of the Company's board of directors and shareholders which have been provided to us are true, accurate and have been properly prepared in accordance with the Company's incorporation documents and all applicable laws.

4. We have assumed that, other than with respect to the Company, all of the documents referred to in this opinion letter have been duly authorized by, have been duly executed and delivered by, and constitute the valid, binding and enforceable obligations of, all of the parties to such documents, all of the signatories to such documents have been duly authorized and all such parties are duly organized and validly existing and have the power and authority (corporate or other) to execute, deliver and perform such documents.

5. Except to the extent expressly set forth herein, we have not undertaken any independent investigation to determinethe existence or absence of any fact, nor examined the records of courts, administrative tribunals, or any other similar entity in connection with our opinions expressed herein, and no inference as to our knowledge of the existence or absence of any fact should be drawn from our representation of the Company or the rendering of the opinions set forth below.

6. This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyondthe matters expressly stated herein.

7. We are members of the Israel Bar Association and we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws of the State of Israel and have not, for the purpose of giving this opinion, made any investigation of the laws of any jurisdiction other than the laws of theState of Israel. The opinions set forth herein are made as of the date hereof and are subject to, and may be limited by, future changes in the factual matters set forth herein, and we undertake no duty to advise you of the same. The opinions expressed herein are based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement these opinions should such law be changed by legislative action, judicial decision or otherwise. 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 jurisdiction, court or administrative agency other than those of the State of Israel.

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8. Based upon and subject to the foregoing, and subject to the assumptions, comments, qualifications,limitations and exceptions stated herein, we are of the opinion that following (i) the issuance and delivery of the Shares, the Debentures and the Conversion Shares in the manner contemplated by the Securities Purchase Agreement, the Debentures and the Prospectus Supplement and (ii) the receipt by the Company of the consideration for the Shares and the Debentures, (x) the Shares, the Debentures and the Conversion Shares will be validly issued, fully paid and non-assessable, and (y) the Debentures will constitute valid and legally binding obligations of the Company.

9. We hereby consent to the filing of this opinion with the United States Securities and Exchange Commission as an exhibit to the Prospectus Supplement and the reference to our firm in the section of the Prospectus Supplement entitled "Legal Matters". By giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended or the rules and regulations promulgated thereunder.

10. This opinion shall be governed by the laws of the State of Israel, and exclusive jurisdiction with respect thereto under all and any circumstances, and under all and any proceedings shall be vested onlyand exclusively with the courts of Tel Aviv in the State of Israel. This opinion is rendered to you subject to, based and in reliance on your agreement to comply with the exclusive choice of law and jurisdiction contained herein and to refrain under all and any circumstances from initiating any proceedings or taking any legal action relating to this opinion outside of the State of Israel.

11. This opinion is being delivered to you solely for your information in connection with the above matter and may not be relied upon in any manner by any other person and is not to be used, circulated, quoted or otherwise referred to for any other purpose without our express written permission.

Yours sincerely,

/s/ Amar Reiter Jeanne Shochatovitch & Co.

Amar Reiter Jeanne Shochatovitch & Co.

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