Exhibit 5.1
February 13, 2015
RedHill Biopharma Ltd.
21 Ha'arba'a Street
Tel Aviv, 64739
Israel
Ladies and Gentlemen:
We have acted as Israeli counsel to RedHill Biopharma Ltd., (the “Company”), an Israeli company, in connection with the (i) issuance and sale of an aggregate of 1,000,000 American Depositary Shares (the “ADSs”), each representing ten (10) ordinary shares, NIS 0.01 par value per share of the Company (the “Initial Securities”), and (ii) at the option of the Underwriters, the issue and sale to the Underwriters of additional 150,000 ADSs to cover over-allotments, if any (together with the Initial Securities, the “Securities”), pursuant to the terms of an underwriting agreement dated February 10, 2015 (the “Underwriting Agreement”) between the Company and Wells Fargo Securities, LLC as representative of the several underwriters named in Exhibit A to the Underwriting Agreement. The ADSs are being issued pursuant to a registration statement on Form F-3 (Registration Statement No. 333-193503) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), the related base prospectus which forms a part of and is included in the Registration Statement, and the related prospectus supplement dated February 10, 2015, filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Securities Act.
In connection with this opinion, we have examined and relied upon the Registration Statement, the Prospectus, the Company’s Amended and Restated Articles of Association, and such statutes, regulations, corporate records, documents, certificates and such other instruments that we have deemed relevant and necessary for the basis of our opinions hereinafter expressed. In such examination, we have assumed: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies; (iii) the truth, accuracy and completeness of the information, representations and warranties contained in the corporate records, documents, certificates and instruments we have reviewed; (iv) the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof; and (v) the legal capacity of all natural persons.
We are members of the Israel Bar 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 other jurisdiction than the State of Israel.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the ordinary shares underlying the ADSs to sold to the Underwriters as described in the Registration Statement and the Prospectus Supplement have been duly authorized and have been, or upon delivery of the ADSs and payment therefor in accordance with the Underwriting Agreement will be, validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Company’s report on Form 6-K dated February 13, 2013 which is incorporated by reference into the Registration Statement and to the use of our name wherever it appears in the Registration Statement and the Prospectus. In giving such consent, we do not believe that we are “experts” within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.
| Very truly yours, | |
/s/ Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co. | |
| Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co. |