Exhibit 5.1
Tel Aviv | October 22, 2020
Enlivex Therapeutics Ltd.
14 Einstein Street
Nes Ziona
Israel 7403618
Dear Sir and Madam:
We have acted as Israeli counsel to Enlivex Therapeutics Ltd., (the “Company”) in connection with the At-The-Market Offering Agreement, dated as of October 22, 2020 (the “Sales Agreement”), entered into by and between the Company and H.C. Wainwright & Co., LLC (“HCW”), pursuant to which the Company may, from time to time, issue and sell through HCW, acting as agent or principal, the Company’s ordinary shares, par value NIS 0.40 per share (the “Ordinary Shares” and, such number of Ordinary Shares issued and sold pursuant to the Sales Agreement, the “Offering Shares”), in an offering having a maximum aggregate offering price of up to $25,000,000. The Sale Shares will be issued pursuant to a registration statement on Form F-3 (Registration Statement No. 333-232009) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and the prospectus supplement dated October 22, 2020, filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Securities Act.
1 Azrieli Center, Tel Aviv, 6702101 | Phone: +972-3-6087777 | Fax: +972-3-6087724
31 Hillel Street, Jerusalem, 9458131 | Phone: +972-2-6239239 | Fax: +972-2-6239233
www.arnon.co.il | info@arnon.co.il
As counsel to the Company in Israel, we have examined copies of the Articles of Association of the Company currently in effect, and such corporate records, instruments, and other documents relating to the Company and such matters of law as we have considered necessary or appropriate for the purpose of rendering this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic originals of all documents submitted to us as copies.
Based on the foregoing, we advise you that in our opinion, (i), all action on the part of the Company, its directors and its shareholders necessary for the due authorization, and when paid for in accordance with the Sales Agreement, valid issuance, sale and delivery of the Offering Shares has been duly taken, and (ii) the Offering Shares are duly authorized, and when paid for in accordance with the Sales Agreement shall be legally issued, fully-paid and non-assessable.
We are members of the Israeli bar, and the opinions expressed herein are limited to questions arising under the laws of the State of Israel, and we disclaim any opinion whatsoever with respect to matters governed by the laws of any other jurisdiction.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 6-K to be filed with the Commission on October 22, 2020, which will be incorporated by reference in the Registration Statement, and to the reference to us under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving such consent, we do not thereby concede 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 Commission thereunder.
| | | Sincerely, /s/Yigal Arnon & Co. Yigal Arnon & Co. |
1 Azrieli Center, Tel Aviv, 6702101 | Phone: +972-3-6087777 | Fax: +972-3-6087724
31 Hillel Street, Jerusalem, 9458131 | Phone: +972-2-6239239 | Fax: +972-2-6239233
www.arnon.co.il | info@arnon.co.il
