EXHIBIT 5.1
October 19, 2010 To: SodaStream International Ltd. Gilboa Street, Airport City, Ben Gurion Airport 70100 Israel Re: Registration Statement on Form F-1 Ladies and Gentlemen: We have acted as special Israeli counsel for SodaStream International Ltd., an Israeli company (the “Company”), in connection with the underwritten initial public offering by the Company of up to an aggregate of 4,736,842 ordinary shares, par value NIS 0.645 per share of the Company, and, in addition, up to 710,526 ordinary shares, par value NIS 0.645 per share (collectively, the “Shares”), that are subject to an over-allotment option contemplated to be granted by the Company to the underwriters of the offering (the “Offering”). This opinion letter is rendered pursuant to Item 8(a) of Form F-1 and Item 601(b)(5) of the SEC’s Regulation S-K under the United States Securities Act of 1933, as amended (the “Act”). In connection herewith, we have examined the originals, or photocopies or copies, certified or otherwise identified to our satisfaction, of: (i) the form of the registration statement on Form F-1 (File No. 333-_____) (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “SEC”) and to which this opinion is attached as an exhibit; (ii) copies of the articles of association of the Company, as currently in effect; (iii) a draft of the amended and restated articles of association of the Company to become effective concurrently with the Offering (the “Restated Articles”); (iv) resolutions of the board of directors (the “Board”) which have heretofore been approved and draft resolutions of the shareholders of the Company to be adopted by the shareholders of the Company and, in each case, which relate to the Registration Statement and the actions to be taken in connection with the Offering (the “Resolutions”); and (v) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company and have made inquires of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, confirmed as photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to these opinions that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company. | Pinhas Rubin Moriel Matalon Ariel Zelichov Zvi Ephrat Jack Smith Daphna Talgam Eyal Marom Gur Y. Savir Ofer Tzur Itay Geffen Eyal Raz Erez Harel Chaim Y. Friedland* Lior Porat Yaron Elhawi Sharon Werker-Sagy Editte Galli Heyne Elite Elkon May-Tal Eli Elya Shlomo Cohen Daniel Paserman**** Gil Grady**** Benjamin J. Waltuch** Noam Ronen Eli Cohen Ayeleth Inav-Ripstein Dr. Yael Aridor Bar-Ilan Yoram Arad Maya Sabari (Sadeh) Ari Fried*** Adi Ben-Hur Efroni Orly Tenennbaum Hezi Kattan Timor Belan Meir Levin Rani Haj-Yachya Idan Baki Aviram Handel Eldad Tsabari Yair Shiloni Shiri Shani Inbal Aviad Hagar Alon Inbal Zackai-Horev Kfir Yadgar Ilan D. Jonas Michael Ayalon Guy Sturm Guy Ne'eman Omer Poraz Sagit Ohana-Livne Mirit Ber-Hoffman**** Assaf Shlush Adi Osovski Nurit Traurik Lior Relevy Tamar Cohen Eyal Nirenberg Harel Shaham Itai Itzkovich Tuvia Grossman Hezy Z. Shalev Jonathan Matalon Dafna Michalevich-Bacharach Adi Nahmias-Twina Idan Netser Yisrael Spero Tal Karni Etai Mashiah Inbal Ravid-Badner Daniel Hoffnung Yonatan Puterman Guy Keren Anat Burger Ofer Fleischer Yoav Friedman Ronit Rozenstein-Barel Miki Roitman Maya Hoftman Asaf Avtuvi Ori Yitzhak Itzchak Lazar Yiftach Farber Gidon Even-Or Moran Erez Ehud Katzenelson Ido Naftali Assaf Prussak Adam Chakir Yoav Kremer Yehonatan Raff | |||||
Zion Building 45 Rothschild Blvd., Tel-Aviv Israel 65784 I P.O.B 29141 Phone: 972-3-7109191 Fax: 972-3-5606555 office@gornitzky.co.il | Aba Even Blvd. 1 Herzlia Pituach 46120 Israel Phone:972-9-9589594 Fax: 972-9-9589596 herzlia@gornitzky.co.il | * Member of the Bar of the State of New York ** Member of the Bar of the States of New York and New Jersey *** Member of the Bar of the States of New York and Massachusetts **** Certified Public Accountant ____________________ Zvi Sohar, Of-Counsel Dr. Dalia Even-Lahav, Of-Counsel | ||||
www.gornitzky.com | _____________________ Eric J. Gornitzky (1921 – 1997) Boaz Nahir (1930 – 2006) Dalia Ronen (1956 – 2000) _____________________ESTABLISHED - 1938 |
Based upon and subject to the foregoing, we are of the opinion that (i) upon adoption of the Resolutions, (ii) upon effectiveness of the Restated Articles and (iii) with respect to the Shares to be issued and sold by the Company, upon payment to the Company of the consideration per Share in such amount and form as shall be determined by the Board or such other authorized officer of the Company, the Shares, when issued and sold in the Offering as described in the Registration Statement, will be duly authorized, validly issued, fully paid and non-assessable.
We are members of the Bar of the State of Israel and we do not express any opinion as to the laws of any other jurisdiction other than those of the State of Israel.
We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm appearing under the caption “Legal Matters” and “Enforceability of Civil Liabilities” in the prospectus forming part of the Registration Statement. 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 of the SEC.
Very truly yours, | |
/s/ Gornitzky & Co. |
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