Exhibit 5.1
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| Ampa Tower | info@goldfarb.com |
| 98 Yigal Alon Street | www.goldfarb.com |
| Tel Aviv 6789141, Israel | |
| Tel +972 (3) 608-9999 | |
| Fax +972 (3) 608-9909 | |
January 30, 2020
ReWalk Robotics Ltd.
3 Hatnufa Street, Floor 6
Yokneam Ilit 2069203
Israel
Ladies and Gentlemen:
We have acted as special Israeli counsel to ReWalk Robotics Ltd., an Israeli company (the “Company”), in connection with the issuance and sale by the Company of units (each, a “Common Unit” and collectively, “Common Units”), each Common Unit consisting of (i) one ordinary share, par value NIS 0.01 per share (each, an “Ordinary Share” and collectively, the “Ordinary Shares”), of the Company (the “Shares”), and (ii) one warrant to purchase one Ordinary Share (each, a “Common Warrant” and collectively, the “Common Warrants”). Certain purchasers will be offered the right to purchase pre-funded units (each, a “Pre-Funded Unit” and collectively, the “Pre-Funded Units,” and together with the Common Units, the “Units”) in place of Common Units, with each Pre-Funded Unit consisting of (i) one pre-funded warrant to purchase one Ordinary Share (the “Pre-Funded Warrants”), and (ii) one Common Warrant. The Company has also agreed to issue to H.C. Wainwright & Co., LLC, as placement agent (the “Placement Agent”) named in the engagement agreement entered into between the Placement Agent and the Company (together with all schedules, exhibits and ancillary documents and agreements thereto, the “Engagement Agreement”), or to the Placement Agent’s designees, warrants to purchase that number of Ordinary Shares equal to 6% of the aggregate number of Ordinary Shares (i) included within the Common Units purchased by the purchasers in the offering (the “Purchasers”) and (ii) issuable upon the exercise of the Pre-Funded Warrants included within the Pre-Funded Units (the “Placement Agent Warrants,” and together with the Common Warrants and the Pre-Funded Warrants, the “Warrants”).
The Units, the Shares and the Warrants are being issued and sold pursuant to the Company’s registration statement on Form S-1 (File No. 333- 235932) (the “Registration Statement”) initially filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on January 15, 2020, as subsequently amended. For purposes of this opinion, the terms “Units,” “Shares” and “Warrants” shall also include any additional Units, Shares and Warrants registered by the Company pursuant to Rule 462(b) under the Securities Act in connection with the Offering contemplated by the Registration Statement (a “462(b) Registration Statement”).
The Units are being sold to the Purchasers pursuant to the securities purchase agreements substantially in the form thereof filed as Exhibit 10.44 to the Registration Statement (the “Securities Purchase Agreement”) to be entered into by the Company and each Purchaser, and the Placement Agent Warrants are being issued to the Placement Agent or its designees pursuant to the Engagement Agreement and as described in the Registration Statement. Each of the Common Warrants, Pre-Funded Warrants and Placement Agent Warrants will be issued substantially in the form thereof filed as Exhibits 4.18, 4.19 and 4.20, respectively, to the Registration Statement (the “Forms of Warrant”). This opinion is being furnished in connection with the requirements of Items 601(b)(5) and (b)(23) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, the prospectus that forms a part thereof, any prospectus filed pursuant to Rule 424(b) with respect thereto or any 462(b) Registration Statement, other than as expressly stated herein with respect to the issuance of the Shares and the due authorization of the Units and Warrants.
In connection herewith, we have examined and relied without investigation as to matters of fact upon the Registration Statement and exhibits thereto (including the Forms of Warrant and the Engagement Agreement), and such certificates and statements of public officials and officers and representatives of the Company and originals or copies, certified or otherwise identified to our satisfaction, of such other documents, corporate records, certificates and instruments as we have deemed necessary or appropriate to enable us to render the opinions expressed herein. We have assumed the genuineness of all signatures on all documents examined by us, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals, and the conformity with authentic original documents of all documents submitted to us as copies. We have also assumed that the Engagement Agreement has been duly authorized, executed and delivered by all parties thereto (other than with respect to the Company).
Based upon the foregoing, in reliance thereon and subject to the assumptions, comments, qualifications, limitations and exceptions stated herein, we are of the opinion that (i) the Shares have been duly authorized by all necessary corporate action on the part of the Company and, when paid for by the Purchasers pursuant to the Securities Purchase Agreements, will be validly issued, fully paid and non-assessable; (ii) the Units have been duly authorized by all necessary corporate action on the part of the Company; (iii) the Warrants have been duly authorized by all necessary corporate action on the part of the Company and, when paid for pursuant to the Securities Purchase Agreements (or, in the case of the Placement Agent Warrants, issued pursuant to the Engagement Agreement), will be validly issued; and (iv) the Ordinary Shares issuable upon exercise of the Warrants have been duly authorized by all necessary corporate action on the part of the Company and, when paid for pursuant to the Warrants, will be validly issued, fully paid and non-assessable.
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 Israel.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement andany 462(b) Registration Statement, and the references to this firm in the sections entitled “Legal Matters” and “Enforceability of Civil Liabilities” in the Registration Statement, the prospectus that forms a part thereof or any prospectus filed pursuant to Rule 424(b) with respect thereto. This consent is not to be construed as an admission that we are a party whose consent is required to be filed as part of the Registration Statement or any Rule 462(b) Registration Statement under the provisions of the Securities Act.
| | Very truly yours, |
| | |
| | /s/ Goldfarb Seligman & Co. |
| | Goldfarb Seligman & Co. |
