Exhibit 5.1
TULCHINSKY-STERN & Co., LAW OFFICES
14 ABBA-HILLEL ROAD, RAMAT-GAN 52506
TEL. 972-3-7519181, FAX. 972-3-7511127
E-MAIL: tel@tslaw.co.il
22 KANFEY NESHARIM ST., JERUSALEM 95464
TEL. 972-2-6511919, FAX. 972-2-6513133
E-Mail: jer@tslaw.co.il
December 12, 2003
Teva Pharmaceutical Industries Limited
Teva Pharmaceutical Finance II, LLC
Teva Pharmaceutical Finance III, LLC
Teva Pharmaceutical Finance II, BV
Teva Pharmaceutical Finance III, BV
Teva Pharmaceuticals Finance Ireland Limited
Teva Pharmaceuticals Finance Iceland I hf.
Teva Pharmaceuticals Finance Iceland II hf.
Orvet Pharmaceuticals Finance S.A.
c/o Teva Pharmaceutical Industries Limited
5 Basel Street
P.O. Box 3190
Petach Tikva 49131 Israel
Re: Registration Statement on Form F-3
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Ladies and Gentlemen:
We have acted as Israeli counsel for Teva Pharmaceutical Industries Limited, an
Israeli corporation ("Teva") in connection with the preparation and filling with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended (the "Act") of a Registration Statement on Form F-3 (the
"Registration Statement") by Teva , Teva Pharmaceutical Finance II, LLC ("Teva
Finance II LLC") and Teva Pharmaceutical Finance III, LLC ("Teva Finance III
LLC" and, together with Teva Finance II LLC, the "LLCs"), each a Delaware
limited liability company, Teva Pharmaceutical Finance II, BV ("Teva Finance II
BV") and Teva Pharmaceutical Finance III, BV ("Teva Finance III BV" and,
together with Teva Finance II BV, the "BVs"), each a Netherlands Antilles
limited liability company, Teva Pharmaceuticals Finance Ireland Limited ("Teva
Finance Ireland"), an Irish limited liability company, Teva Pharmaceuticals
Finance Iceland I hf. ("Teva Finance I Iceland") and Teva Pharmaceuticals
Finance Iceland II hf. ("Teva Finance II Iceland" and together with Teva Finance
I Iceland, the "Iceland Subsidiaries"), each an Icelandic limited liability
company and Orvet Pharmaceuticals Finance S.A., a
TULCHINSKY-STERN & Co., LAW OFFICES
Luxembourg limited liability company (together with the LLCs, the BVs, Teva
Finance Ireland and the Iceland Subsidiaries, the "Finance Subsidiaries"). The
Registration Statement is filed for the registration of the sale from time to
time of up to $2 billion aggregate amount of:
(A) by Teva, (i) American Depositary Shares ("ADSs"), each
representing one ordinary share, par value NIS 0.10 per
share, of Teva (the "Ordinary Shares") and evidenced by
American Depositary Receipts (the "ADRs"); (ii) senior
debt securities (the "Teva Senior Debt Securities"),
which may be issued pursuant to an indenture (the "Teva
Senior Indenture") to be executed by Teva and The Bank
of New York; and subordinated debt securities (the
"Teva Subordinated Debt Securities" and, together with
the Teva Senior Debt Securities, the "Teva Debt
Securities"), which may be issued pursuant to an
indenture (the "Teva Subordinated Indenture" and,
together with the Teva Senior Indenture, the "Teva
Indentures") to be executed by Teva and The Bank of New
York; (iii) warrants (the "Warrants") to purchase debt
or equity securities of Teva, debt securities of the
Finance Subsidiaries or securities of other parties or
other rights; (iv) purchase contracts (the "Purchase
Contracts") for the purchase or sale of Teva's
securities or securities of third parties, a basket of
such securities, an index or indices of such securities
or any combination of the above; and (v) units (the
"Units") consisting of one or more Purchase Contracts,
Warrants, debt securities, ADSs, Ordinary Shares, other
debt securities or any combination of such securities;
and
(B) by each of the Finance Subsidiaries, (i) senior debt
securities (the "Subsidiary Senior Debt Securities"),
guaranteed by Teva, which may be issued pursuant to an
indenture (each, a
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TULCHINSKY-STERN & Co., LAW OFFICES
"Subsidiary Senior Indenture") to be executed by the
applicable Subsidiary, Teva and The Bank of New York;
and (ii) subordinated debt securities (the "Subsidiary
Subordinated Debt Securities," and together with the
Subsidiary Senior Debt Securities, the "Subsidiary Debt
Securities"), guaranteed by Teva, which may be issued
pursuant to an indenture (each, a "Subsidiary
Subordinated Indenture," and together with the
Subsidiary Senior Indentures, the "Subsidiary
Indentures") to be executed by the applicable Finance
Subsidiary, Teva and The Bank of New York.
For purposes of the opinions hereinafter expressed, we have examined originals
or copies, certified and otherwise identified to our satisfaction, of such
documents, corporate records, certificates of public officials and other
instruments as we have deemed necessary as a basis for the opinions expressed
herein. Insofar as the opinions expressed herein involve factual matters, we
have relied (without independent factual investigation), to the extent we deemed
proper or necessary, upon certificates of, and other communications with,
officers and employees of the Teva and upon certificates of public officials. We
have also considered such questions of Israeli law as we have deemed relevant
and necessary as a basis for the opinions hereinafter expressed.
In making the examination described above, we have assumed the genuineness of
all signatures, the capacity of 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, photostatic or facsimile copies and
the authenticity of the originals of such documents.
In connection with the opinions as to enforceability expressed below, such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, subject to general principles of equity and to limitations on
availability of equitable relief, including specific performance (regardless of
whether such enforceability is considered in a proceeding in equity or at law)
or by an implied covenant of good faith and fair dealing.
In connection with all of the opinions expressed below, we have assumed that, at
or prior to the time of the delivery of any such security, (i) the Board of
Directors of Teva shall have duly established and authorized the terms of such
security and the related indentures and duly authorized the issuance and sale of
such security and such authorization shall not have been modified or rescinded;
(ii) the Registration Statement shall have been declared effective and such
effectiveness shall not have been terminated or rescinded; and (iii) there shall
not have occurred any change in law affecting the validity or enforceability of
such security. We have also assumed that none of the terms of any security to be
established subsequent to the date hereof, nor the issuance and delivery of such
security, nor the compliance by Teva with the terms of such security will
violate any applicable law or will result in a violation of any provision of any
instrument or agreement then binding upon the relevant Company, or any
restriction imposed by any court or governmental body having jurisdiction over
Teva.
Based on and subject to the foregoing, we are of the opinion that:
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TULCHINSKY-STERN & Co., LAW OFFICES
1) The Deposit Agreement, dated as of February 12, 1997, among Teva, The
Bank of New York as depositary and the holders of ADRs issued
thereunder (the "Deposit Agreement") has been duly authorized,
executed and delivered by Teva.
2) When the Ordinary Shares are issued in accordance with the assumptions
above, such Ordinary Shares will be validly issued, fully paid and
non-assessable.
3) When the Teva Indentures have been duly authorized, executed and
delivered by the parties thereto in accordance with applicable law,
and when the specific terms of a particular series of Teva Debt
Securities have been duly authorized and established in accordance
with the relevant Teva Indenture and such Teva Debt Securities have
been duly authorized, executed, authenticated, issued and delivered in
accordance with the relevant Teva Indenture and any applicable
underwriting or other agreement, such Teva Debt Securities will
constitute valid and binding obligations of Teva, enforceable against
Teva in accordance with their terms.
4) When the Subsidiary Indentures have been duly authorized, executed and
delivered by the parties thereto (including Teva as guarantor) in
accordance with applicable law, and when the specific terms of a
particular series of Subsidiary Debt Securities have been duly
authorized and established in accordance with the relevant Subsidiary
Indenture and such Subsidiary Debt Securities have been duly
authorized, executed, authenticated, issued and delivered in
accordance with the relevant Subsidiary Indenture and any applicable
underwriting or other agreement, Teva's guarantee under each
Subsidiary Indenture with respect to such Subsidiary Debt Securities
will constitute valid and binding obligations of Teva, enforceable
against Teva in accordance with its terms.
5) Under the choice of law or conflicts of law doctrines of Israel, a
court, tribunal or other competent authority sitting in Israel has
discretion, but should apply to any claim or controversy arising under
a Teva Indenture, Subsidiary Indenture or the Deposit Agreements the
law of the State of New York, which is the local law governing the
Teva Indentures, Subsidiary Indentures and the Deposit Agreement,
designated therein by the parties thereto, provided there are no
reasons for declaring such designation void on the grounds of public
policy or as being contrary to Israeli law.
The opinions expressed herein are limited to matters governed by the laws of the
State of Israel, and we express no opinion with respect to the laws of any other
country, state or jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By giving our consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations promulgated thereunder.
This opinion is being delivered to you solely for your information in connection
with the above matter. This letter addresses matters only as of the date hereof,
may not be relied upon in any manner by any other person and is not to be used,
circulated, quoted or otherwise referred to for any other purpose without our
express written permission.
Very truly yours,
/s/ Tulchinsky-Stern
Tulchinsky-Stern & Co. Law Offices.