EXHIBIT 5.1
Yaakov Neeman z"l* Tuvia Erlich Meir Linzen Alan Sacks Yaacov Brandt Ehud Sol Janet Levy Pahima Yael Bar-Shai Yaacov Sharvit David Zailer Mark Phillips Adam Eytan Orly Gerbi Moshe Hardi Gilad Wekselman Yossi Ashkenazi Gil White Anthony Leibler Eldad Chamam Ilanit Landesman Yogev Limor Hodir Ory Nacht Esther Sternbach Ariel Flavian Nati Simchony Roni Libster Karen L. Elburg Hanan Haviv Roy Nachimzon Liat Shaked-Katz Ruth Dagan | Asher Dovev Odelia Offer Sharon Petel Moria Tam-Harshoshanim Guy Katz Daniel Reisner Nurit Dagan Yaniv Dinovitch Nir Raber Harriet Finn Ofir Segev Ran Hai Haya Ehrman Tal Dror Schwimmer Shai Kagan Chagai Vered Gilad Majerowicz Yuval Navot Michal Caspi Shira Margalit -Elbaz Efri Berkovich Yehoshua Shohat Gurtler Shachar Porat Amir Peres Yair Geva Nir Dash Itzhak Shragay Tamara Tapoohi Waldman Hanna Bilavsky Saar Pauker Orit Hipsher | Moshe Yaacov Daniel Lipman Lowbeer Neil Wilkof Nimrod Kozlovski Moran Yemini Ofer Granot Ron Ben-Menachem Dan Sharot Ronen Hausirer Gilad Neeman Ayelet Regavim K. Ariel Yosefi Natalie Jacobs Roi Hayun Eyal Bar-Zvi Yariv Ben-Dov Talya Solomon Haim Machluf Yuval Meidar Aviram Hazak Itai Sarfaty Ran Kedem Ra'anan Sagi Revital Katz Tal Hamdi Neta Dorfman-Raviv Yuval Zilber Vladi Borodovsky Gal Schwartz Assaf Klein Hen Tirosh | Racheli Pry-Reichman Ifat Pagis-Gelman Yael Chervinsky Edan Maayan Hammer-Tzeelon Adina Shapiro Tsouriel Picard Itay Lavi Eran Wagner Dana Zur-Neumann Gal Eschet Zohar Yahalom Galia Kleinman Inbal Altman Iris Weinberger Yoni Frider Lev Zigman Uriel Mozes Elad Wieder Liran Barak Efrat Tzur Chen Moyal Abigail Borowitz Niv Sivan Ehab Farah Hagit Oren Ruth Bergwerk Iris Achmon Robert Wiseman Israel (Ruly) Ber Avital A. Shlomovich Michal Haberfeld | Orli Gal Zeev Kallach Chen Luzzatto Keren Assaf Limor Shechter Lerner Yaniv Grossman Noa Landau Bar-Ner Nir Gal Michal Lavi Chen Ginon Cohen David Preyl Adar Ortal Ohad Elkeslassy Dana Kashi Nir Miller Avishay Klein Liat Maidler Moran Ninio Nesher Yotam Blaushild Boaz Nahshoni Michal Pereg Maor Roth Rosie Mordoch-Ron Rani Hirsh Roni Cohen Pavon Ilana Zibenberg Tomer Farkash Guy Yekutiel Shahar Fishbein Zara Gold Pini Duek | Sahar Regev Jenia Melkhior Karin Fried Yehonatan Ohayon Lital Wolfovitz Reut Alcalay Aviv Parienty Rafael Herbst Sarit Shainboim Yael Hauser Ido Manor Shiran Shouldiner Dafna Amster Kahn Liya Friedman Esti Hadar Pini Shriki Herstic Naama Ben-Zion Zvika Friedman Ella Corren Liron Tzur Neumann Marian Fertleman Itamar Gur Yehuda Hommfor Amit Laufer Talia Blazer Einat Steiner Tom Waltner Yoav Sananes Alon Abcasis Asaf Beker Eitan Ella | Noa Leon Grigory Danovich Natan Wiesenberg Eliran Doyev Orr Diskin Daniel Paz Gal Sagi Sharbel Shama Erez Abu Hofit Cahana Mark Goldman Gilad Eshed Uriya Gehasi Zecharia Rechtschaffen Nitzan Schindler Harel Elazar Liran Ben Asuly Batell Vallentine Blaish Dana Baranes Asaf Bar Natan Elina Shechter Meitar Victor Neil Hadad Anat Tsur Rachel Rinberg-Shuri |
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*Founding Partner
| November , 2017 |
| File No: 49050 |
Entera Bio Ltd.
Hadassah Medical Center
Kiryat Hadassah
Jerusalem 9112002
Israel
Re:Registration Statement on Form F-1
Ladies and Gentlemen:
We have acted as Israeli counsel to Entera Bio Ltd. (the “Company”), a company organized under the laws of the State of Israel, in connection with an underwritten public offering (the “Offering”) contemplating the issuance and sale by the Company of up to ordinary shares, par value NIS 1.00 per share of the Company (the “Offered Shares”), including Company ordinary shares issuable upon exercise of an option granted to the Underwriters (as defined below) to purchase additional ordinary shares. In addition, pursuant to the resale prospectus contained in the Registration Statement (as defined below), the Company is registering up to shares of ordinary shares (the “Resale Shares”) to be sold by certain shareholders from time to time following the consummation of the Company’s initial public offering.
In connection herewith, we have examined originals or copies of (i) the registration statement on Form F-1, (File No. 333-221472), publicly filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on November 9, 2017 (as amended through the date hereof, the “Registration Statement”) including the prospectus of the Company (the “Prospectus”), with respect to the offering of the Offered Shares included therein, (ii) a copy of the Articles of Association of the Company, as currently in effect, (iii) a draft of the amended and restated Articles of Association of the Company to become effective concurrently with the Offering, (iv) resolutions of the board of directors of the Company (the “Board”) and the
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shareholders of the Company, in each case, relating to the Registration Statement, the Prospectus and the actions to be taken in connection with the Offering, (v) the draft Underwriting Agreement to be entered into in connection with the offering (the “Underwriting Agreement”), between the Company and Oppenheimer & Co. Inc., as representatives of the several underwriters named therein (collectively, the “Underwriters”), (vi) a printout of the Israeli Companies Registrar report with respect to the Company, dated November 9, 2017, and (vii) such other documents, corporate records, agreements, certificates and other instruments, and have made inquiries with such officers and representatives of the Company, as we have deemed necessary or advisable for the purpose of rendering this opinion.
In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons executing documents upon which we have relied, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or facsimile copies and the authenticity of the originals of such copies. As to all questions of fact required for rendering this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.
Based upon and subject to the foregoing, we are of the opinion that (i) upon payment to the Company for the Offered Shares of the consideration per Offered Share in such amount and form as shall be determined by the Board, and subject to the approval of the Board, the Offered Shares, when issued and sold in the Offering as described in the Registration Statement, will be duly authorized, validly issued, fully paid and non-assessable, and (ii) upon the consummation of the Company’s initial public offering, the Resale Shares will be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our name under the caption “Legal Matters” in the Prospectus. 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 U.S. Securities Act of 1933 (the “Securities Act”), the rules and regulations promulgated thereunder or Item 509 of Regulation S-K under the Securities Act.
The opinion expressed herein is limited to Israeli law, and we do not express any opinion as to the laws of any other jurisdiction. In addition, this opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.
This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought to our attention after the date hereof that may alter, affect or modify the opinions expressed herein.
| Very truly yours, | ||
| Herzog, Fox & Neeman |