EXHIBIT 5.1
 | Pinhas Rubin Moriel Matalon 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*** Noam Ronen Eli Cohen Dr. Zvi Gabbay* Maya Sabari Kfir Yadgar Ayeleth Inav-Ripstein Yoram Arad Yair Shiloni Ari Fried** Joseph D. Gross**** Orly Tenennbaum Timor Belan Idan Baki Aviram Handel Shiri Shani Hagar Alon-Windman Sagit Ohana-Livne Harel Shaham Yisrael Spero Adi Ben-Hur Efroni Avner Finkelshtein Gilad Lubinsky Rani M. Haj-Yachya Eldad Tsabari Michael Ayalon Mirit Ber-Hoffman*** Adi Osovski Nurit Traurik Lior Relevy Tamar Cohen Itai Itzkovich Dafna Michalevich-Bacharach Adi Nahmias-Twina Tal Karni Yoad Cohavy Etai Mashiah Inbal Ravid-Badner Guy Keren Ofer Fleischer Ronit Rozenstein-Barel Maya Hoftman Shlomo Aviad Zider Asaf Avtuvi Ori Yitzhak Itzchak Lazar Yiftach Farber Moran Erez Ehud Katzenelson Ido Naftali Assaf Prussak Yoav Kremer Hila Shimon Yehonatan Raff Avi Meer* Yonatan Zehavi Anat Adelstein Reut Oshaya Sharon Zeitouni Daniel Lasry Moshe Krieger Amit Gelbard Shani Mizrahi Tigist Bayleyei-Salomon Lior Baran Jonathan Heyne Galli Maayan Melamed Roy Czapnik Anna Cooperman Neta Peled Sivan Havida Uri Heller Julia Zalevsky Imri Kozak Arielle Ruimi Ariel Davis Guy Daniel Avner Adi Biton Lee Cohen Or Lustgarten Yoav More Uri Perry Joanna Yanowsky Itamar Ben Yehuda Lior Grinblat Avishai Marom Shirin Gabbay-Metzger Elinor Vardi Noga Haruvi Bat-Hen Mazor Yoav Meer* Ram Shchory | ||
| To: | August 6, 2013 | ||
SodaStream International Ltd. Ben Gurion Airport 70100 Israel
Re:Registration Statement on Form S-8
Ladies and Gentlemen:
We refer to the registration statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), on behalf of SodaStream International Ltd. (the “Company”) on or about the date hereof, relating to the registration of an additional 900,000 ordinary shares, par value NIS 0.645 per share of the Company, issuable pursuant to the Company’s 2010 Employee Share Option Plan (the “Plan).
This opinion letter is rendered pursuant to Item 8(a) of Form S-8 prescribed under the United States Securities Act of 1933, as amended (the “Act”).
In connection herewith, we have examined the originals, or photostatic or copies, certified or otherwise identified to our satisfaction, of: (i) the form of the Registration Statement; (ii) copies of the articles of association of the Company, as currently in effect; (iii) the Plan; (iv) resolutions of the board of directors of the Company increasing the number of shares to be reserved for the Plan and which relate to the Registration Statement (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 inquiries 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 photostatic or certified copies, and the authenticity of the originals of such latter documents. As to all questions of fact material to the opinions hereafter set forth that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company. We have also assumed that the copies of the Resolutions submitted to us for examination are true, complete and up-to-date copies, have not been amended or rescinded and are in full force and effect and no other action has been taken which may affect any of the matters passed upon in the Resolutions and that each individual grant under the Plan that has been made prior to the date hereof and will be made after the date hereof was and will be duly authorized by all necessary corporate action.
Based upon the foregoing and subject to the qualifications, limitations and assumptions stated herein, we are of the opinion that the shares being registered pursuant to the Registration Statement have been duly authorized for issuance, and, when issued and paid for in accordance with the Plan and the awards made thereunder, will be validly issued, fully paid and non-assessable. | |||
Main Office: 45 Rothschild Blvd., Tel-Aviv Herzliya branch: 1 Abba Eban Blvd., Herzliya Phone: +972-3-7109191 Fax: +972-3-5606555 E-mail address: office@gornitzky.com P.O.B 29141 Tel-Aviv 6578403 Israel Advocates&Notaries www.gornitzky.com | Zvi Sohar, Of-Counsel ___________________ Eric J. Gornitzky (1921 – 1997) Boaz Nahir (1930 – 2006) Ariel Zelichov (1955 – 2009) Dalia Ronen (1956 – 2000) ___________________ ESTABLISHED - 1938 | * Member of the Bar of the State of New York ** Member of the Bar of the States of New York and Massachusetts *** Certified Public Accountant **** Solicitor in England & Wales |
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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. This opinion letter is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated herein to be our opinion. This opinion letter is effective only as of its date, and we disclaim any obligation to advise you of any change of law that occurs, or of any facts, circumstances, events or developments of which we become aware, after the date of this opinion letter, even if they would alter, affect or modify the opinions expressed herein.
We consent to the filing of this opinion as an exhibit to 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 United States Securities and Exchange Commission.
Very truly yours,
/s/ Gornitzky & Co.