Exhibit 5.1
May 28, 2021
Otonomo Technologies Ltd.
16 Abba Eban Blvd.
Herzliya Pituach 467256, Israel
Re: Otonomo Technologies Ltd.
We have acted as Israeli counsel to Otonomo Technologies Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection with the filing by the Company of a registration statement on Form F-4 (the “Registration Statement”) registering the issuance by the Company of (i) 21,572,500 ordinary shares, no par value (“Ordinary Shares”), of the Company, (ii) 13,825,000 warrants, each entitling the holder to purchase one Ordinary Share (the “Warrants”) and (iii) 13,825,000 Ordinary Shares underlying the Warrants (the “Warrant Shares”), in each case to be issued, pursuant to the merger (the “Merger”) contemplated by the Business Combination Agreement (“Business Combination Agreement”), dated as of January 31, 2021, by and among Software Acquisition Group Inc. II, Butterbur Merger Sub Inc., and the Company. This opinion is rendered pursuant to Item 21(a) of Form F-4 promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”) and Items 601(b)(5) and (b)(23) of Regulation S-K promulgated by the United States Securities and Exchange Commission (the “SEC”).
In connection herewith, we have examined the originals, or photocopies or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement, as amended, filed by the Company with the SEC and to which this opinion is attached as an exhibit; (ii) the articles of association of the Company, as currently in effect (the “Articles”); (iii) resolutions of the board of directors (the “Board”) of the Company and the shareholders of the Company (the “Shareholders”) which have heretofore been approved and relate to the Registration Statement and to the consummation of the transactions contemplated by the Business Combination Agreement and other actions to be taken in connection therewith; and (iv) 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 the opinion set forth below that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that upon effectiveness of the Merger and the amendment and restatement of the Articles in the form contemplated by the Business Combination Agreement, and upon receipt by the Company of the consideration for the issuance of the Ordinary Shares contemplated under the Business Combination Agreement, (i) the Ordinary Shares being registered under the Registration Statement, when issued pursuant to the Merger, will be duly validly issued, fully paid and non-assessable, (ii) the Warrant Shares, when issued and sold by the Company and delivered by the Company against receipt of the exercise price therefor pursuant to the terms of the Warrants, in
