Yaron Tikotzky, Adv. (CPA)* Eli Doron, Adv. & Notary Ronen Kantor, Adv. Amit Gross, Adv. & Notary Dr. Shlomo Nass, Adv. (CPA) Giora Gutman, Adv. Rachel (Goren) Cavallero, Adv. Gil Mor, Adv. & Notary** Sharon Fishman, Adv. & Notary Moti Hoffman, Adv. & Notary Efrat Hamami, Adv. Tamir Kalderon, Adv. Asaf Gershgoren, Adv. & economist Efi Ohana, Adv. & economist Asaf Hofman, Adv. & economist Ron Soulema, Adv.& Notary Moti Philip, Adv. Shai Glikman, Adv. Rotem Nissim, Adv. Hadas Garoosi, Adv. Igal Rosenberg, Adv. Sagiv Bar Shalom, Adv. Avi Omrad, Adv. Ori Perel, Adv. Shai Pnini, Adv. Jonathan Friedland, Adv. *** Tali Pery, Adv. Tsvia shiff, Adv. Rachel Don Yehia, Adv. Sandrine Dray, Adv. Mediator & Notary**** Nahi Hamud, Adv. Shmulik Cohen, Adv. Yair Messalem, Adv. Maayan Peled, Adv. Ehud Kremer. Adv. liav Menachem, Adv. Notary & Mediator Dana Oron Almog, Adv. Lilach Cohen-Shamir, Adv. Rivka Mangoni, Adv. Israel Asraf, Adv. & Notary Shay Almakies, Adv. & Notary Gali Ganoni, Adv. Odelia Cohen-Schondorf, Adv. Yana Shapiro Orbach, Adv. Nidal Siaga, Adv. Amit Moshe Cohen, Adv. Moran Ovadia, Adv. Sonny Knaz, Adv. Racheli Levi, Adv. Liron Tery, Adv. Idan Halili, Adv. Bat-El Ovadia, Adv. Aharon Eitan, Adv. Rania Elime, Adv. Ronit Rabinovich, Adv. Mor Rozenson, Adv. Iris Borcom, Adv. Inbal Naim, Adv. Amir Keren, Adv. Ariel Regev, Adv. Yonatan Gamarnik, Adv. Ben Mugraby, Adv. Liran Aharoni, Adv. Shirli Shlezinger, Adv. Jacob Bayarsky, Adv. Matan Hemo, Adv. Or Nass, Adv. Omer Katzir, Adv. & economist Adi Barnes, Adv. Noy Keren, Adv. Doron Pesso, Adv. Ronit Israeli, Adv. Felix Naftaliev, Adv. Lipaz Karni, Adv. Dov Alter, Adv. Itay Bendet, Adv. Monica kevorkian karawani, Adv. Eli Kulas. Adv. Notary & Mediator – Counselor Yaacov Wagner, Senior judge (retired), Adv.- L.L.M, Mediator & Arbitrator- Counselor Jan Robinsohn, M.Jur. Adv. & Notary - Counselor***** Giora Amir (1928-2020) * Member of the New York State Bar ** Member of the Law Society in England & Wales ***Member of the Bar, Israel and New York; Consular Agent and Honorary Consul of the United States of America (Ret.)
**** Accredited by the consulate of France ***** Honorary Consul Of The Republic Of Poland (ret.) | | 
August 24, 2020 PainReform Ltd. 60C Medinat Hayehudim Herzliya, 4676670 Israel Re: PainReform Ltd. Ladies and Gentlemen: We have acted as Israeli counsel for PainReform Ltd., a company organized under the laws of the State of Israel (the “Company), in connection with the public offering by the Company of a proposed maximum aggregate offering price of $57,198,125 of (i) units (the “Units”), with each Unit consisting of one Ordinary share of the Company, NIS 0.03 par value per share (the “Ordinary Shares”) and one warrant to purchase one Ordinary share (the “Warrants”); (ii) warrants to be issued to the representatives of the underwriters ( the “Representatives’ Warrants”); and (iii) such number of Ordinary shares issuable upon exercise of the Warrants and Representatives’ Warrants (the “Warrant Shares”), pursuant to the Company’s registration statement on Form F-1 (Registration Statement No. 333-239576), as amended (the “Registration Statement”). The Ordinary shares, Warrants, Representatives’ Warrants and the Warrant Shares are sometimes collectively referred to as the “Securities.” This opinion letter is rendered pursuant to Item 8(a) of Form F-1 promulgated by the United States Securities and Exchange Commission (the “SEC”) and Items 601(b)(5) and (b)(23) of the SEC’s Regulation S-K promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”). In connection herewith, we have examined the originals, or photocopies or copies, certified or otherwise identified to our satisfaction, of: (i) the form of the registration statement on Form F-1 (File No. 333-239576) filed by the Company with the SEC under the Securities Act (as amended through the date hereof, the “Registration Statement”) and to which this opinion is attached as an exhibit; (ii) a copy of the articles of association of the Company, as currently in effect; (iii) a draft of the amended articles of association of the Company, to be in effect immediately prior to the closing of the Offering (the “Amended Articles”); (iv) resolutions of the board of directors (the “Board”) of the Company and its shareholders which have heretofore been approved and, in each case, which relate to the Registration Statement and other actions to be taken in connection with the Offering (the “Resolutions”); and (v) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers of the Company as we have deemed relevant and necessary as a basis for the opinions hereafter set forth. We have also made inquiries of such officers as we have deemed relevant and necessary as a basis for the opinions hereafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, confirmed as photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to these opinions that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company. |
