(B) by each of the Finance Subsidiaries, (i) senior debt securities (the “Subsidiary Senior Debt Securities”), guaranteed by Teva, which may be issued pursuant to an indenture (each, a “Subsidiary Senior Indenture”) to be executed by the applicable Finance Subsidiary, Teva and a banking or financial institution, as trustee; and (ii) subordinated debt securities (the “Subsidiary Subordinated Debt Securities”, and together with the Subsidiary Senior Debt Securities, the “Subsidiary Debt Securities”), guaranteed by Teva, which may be issued pursuant to an indenture (each, a “Subsidiary Subordinated Indenture” and together with the Subsidiary Senior Indentures, the “Subsidiary Indentures”) to be executed by the applicable Finance Subsidiary, Teva, as guarantor and a banking or financial institution, as trustee.
For purposes of the opinions hereinafter expressed, we have examined such corporate records, as well as such other material, as we have deemed necessary as a basis for the opinions expressed herein.
In our examination and in rendering the opinions set forth below, we have assumed, without any investigation, the legal competence and capacity of all natural persons; the genuineness of all signatures on original documents of all persons; the legal capacity and genuineness of all signatories of such documents; the authenticity and completeness of all records, certificates, instruments and documents submitted to us as originals; the conformity to authentic original documents of all copies submitted to us and the authenticity of the originals of such latter documents; that the documents examined by us have not been amended, supplemented or otherwise modified, or determined by a court of competent jurisdiction to be illegal or void, revoked, annulled, terminated or otherwise modified and that there are no agreements or understandings among the parties, written or oral, and that there is no usage of trade or course of prior dealing among the parties that would, in either case, expand, modify, supplant or qualify or otherwise affect or be inconsistent with the terms of the Registration Statement or the respective rights or obligations of the parties thereunder. We have assumed, without any investigation, the same to have been properly given and to be accurate, and we have assumed the truth of all facts communicated to us by the Company, and have assumed that all consents, minutes and protocols of meetings of the Company’s board of directors and shareholders which have been provided to us are true, accurate and have been properly prepared in accordance with the Company’s incorporation documents and all applicable laws.
The term “enforceable” as used herein means that a document is of a type and form enforced by the Israeli courts. It does not mean that each obligation in a document will be enforced in accordance with its terms. In particular, the validity and enforceability under any Teva Debt Securities, Subsidiary Debt Securities, Purchase Contracts or Units may be subject to mandatory rules of Israeli law (including a duty on the part of contracting parties to act in good faith) and may be qualified by the non-conclusivity of certificates, the non-availability of remedies that are equitable in nature, frustration, prescription, the statutory and inherent powers of a court to grant relief from forfeiture, to stay execution of proceedings and to stay execution of judgments, directions of competent courts and governmental authorities and other matters. We express no opinion as to the effect of rules of law governing specific performance, injunctive relief or other remedies which are equitable in nature, which are available only at the discretion of the court and note that certain obligations may result in a claim for damages only as opposed to specific performance. Furthermore, we express no opinion as to enforceability other than in Israel and assuming the governing law is the Israeli law. The validity, binding effect and enforceability under Israeli law may be limited by the Israeli Contracts (General Part) Law, 1973 with regard to illusory contract, mistake, misleading, coercion, extortion, disqualified contact, good faith.
The opinions hereinafter expressed are qualified to the extent that the validity or enforceability of any of the agreements, documents or obligations referred to herein may be limited by, subject to or affected by applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or by statutory or decisional law concerning recourse by creditors to security in the absence of notice and hearing, or by general equitable principles (regardless of whether enforcement is sought in equity or at law), including principles of commercial reasonableness or conceivability and an implied covenant of good faith and fair dealing, or by the discretionary powers of any court or administrative body.
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