the genuineness of all signatures on original documents and the conformity to original documents of all copies submitted to us as conformed or photostat copies. As to various questions of fact material to such opinion, we have relied upon statements or certificates of officials and representatives of the Company and others.
We have assumed further that the Company is a company duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has all requisite power, authority and legal right to enter into the Securities Purchase Agreement and the Placement Agency Agreement and to issue the Warrants. We have assumed further that the Securities Purchase Agreement, the Placement Agency Agreement and the Warrants will be duly authorized, executed and delivered by the Company and the Purchasers, as applicable, and that the Securities Purchase Agreement will constitute the valid and binding obligation of the Purchasers, enforceable against the Purchasers in accordance with its terms.
We have also assumed that the total number of Ordinary Shares represented by ADSs issuable upon exercise of the Warrants will not exceed the total number of Ordinary Shares that the Company is then authorized to issue under its governing documents.
We have relied as to certain matters on information obtained from public officials, officers of the Company, and other sources believed by us to be responsible.
Based upon the foregoing, it is our opinion that, when the Registration Statement has become effective under the Securities Act, when the Warrants have been duly executed and delivered in accordance with their terms and have been duly issued and sold as contemplated in the Registration Statement, the Warrants will be the valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, conservatorship and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.
We express no opinion as to: (i) waivers of defenses, subrogation and related rights, rights to trial by jury, rights to object to venue, or other rights or benefits bestowed by operation of law; (ii) releases or waivers of unmatured claims or rights; (iii) indemnification, contribution, exculpation, or arbitration provisions, or provisions for the non-survival of representations, to the extent they purport to indemnify any party against, or release or limit any party’s liability for, its own breach or failure to comply with statutory obligations, or to the extent such provisions are contrary to public policy; or (iv) provisions for liquidated damages and penalties, penalty interest and interest on interest.
Our opinion herein reflects only the application of applicable laws of the State of New York, and we have not considered, and we express no opinion as to the laws of any other jurisdiction. This opinion is limited to the laws of the State of New York as in effect on the date hereof.
We consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the prospectus which is part of said Registration Statement. 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 Securities Act or the rules and regulations of the Commission promulgated thereunder. This opinion letter is limited to the matters set forth herein, and no opinion may be inferred or implied beyond the matters
