Exhibit 5.1
October 20, 2021
Valens Semiconductor Ltd.
8 Hanagar St. POB 7152
Hod Hasharon 4501309, Israel
Re: Valens Semiconductor Ltd.
Ladies and Gentlemen:
We have acted as Israeli counsel to Valens Semiconductor 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-1 (the “Registration Statement”) registering (i) 12,500,000 ordinary shares, no par value (“Ordinary Shares”), of the Company previously acquired by the selling shareholders listed therein (the “Secondary Shares”), and (ii) 9,080,000 Ordinary Shares issuable upon the exercise of outstanding warrants (the “Warrants” and “Warrants Shares” respectively). The Registration Statement is filed by the Company in connection with the merger (the “Merger”) consummated by the Business Combination Agreement, dated as of May 25, 2021 (the “BCA”), by and among PTK Acquisition Corp., the Company and Valens Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company. This opinion 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 Registration Statement, 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; (iii) resolutions of the board of directors (the “Board”) of the Company and the shareholders of the Company relating to the Registration Statement and to the consummation of the transactions contemplated by the BCA and other actions to be taken in connection therewith; (iv) the BCA; (v) the warrant agreement governing the Warrants, and (vi) 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.
Based upon and subject to the foregoing, we are of the opinion that: (i) the Secondary Shares have been duly authorized, and are validly issued, fully paid and non-assessable; and (ii) the Warrant Shares have been duly authorized, and when issued and delivered against payment therefor pursuant to the Warrants, will be validly issued fully paid and non-assessable.
