VBI Vaccines Inc.

222 3rd Street, Suite 2241

Cambridge, MA 02142

We have acted as Canadian counsel to VBI Vaccines Inc. (the “Company”), a corporation incorporated under the Business Corporations Act (British Columbia). We refer to the registration statement on Form S-3 (Registration No. 333 217995), as originally filed by the Company under the United States Securities Act of 1933, as amended (the “Securities Act”) with the U.S. Securities and Exchange Commission (the “Commission”) on May 15, 2017 (including information deemed incorporated by reference therein in accordance with applicable rules of the Commission, the “Registration Statement”), and the base prospectus, dated June 8, 2017, forming part of the Registration Statement, with respect to the offering from time to time of the Company’s securities (the “Base Prospectus”).

We are furnishing this opinion in connection with the Company’s prospectus supplement dated December 13, 2018 to the Base Prospectus (the “Prospectus Supplement”) relating to the offering of 26,800,000 common shares of the Company (the “Securities”). The Base Prospectus and the Prospectus Supplement are collectively referred to as the “Prospectus”.

We understand that the Offered Securities (as defined below) are to be sold to the underwriters for resale to the public as described in the Prospectus Supplement and pursuant to an underwriting agreement dated December 13, 2018, by and among the Company and the underwriters (the “Underwriting Agreement”). In addition, the Company has granted the underwriters an option to purchase up to an additional 4,020,000 common shares from the Company within 30 days of the effective date of the Underwriting Agreement (the “Additional Securities”). The Securities and the Additional Securities are collectively referred to as the “Offered Securities.”

2

We have reviewed the Prospectus Supplement and, for the purposes of this opinion, we have also examined and relied upon originals or copies of the following documents (collectively, the “Corporate Documents”):

We have also reviewed such other documents, and have considered such questions of law, as we have deemed relevant and necessary as a basis for our opinion. With respect to the accuracy of factual matters material to this opinion, we have relied upon the Corporate Documents, without independent investigation of the matters provided for therein for purposes of providing our opinion expressed below.

In examining all documents and in providing our opinion below we have assumed that:

3

Our opinion below is expressed only with respect to the laws of the Province of British Columbia (the “Jurisdiction”) and of the laws of Canada applicable in the Jurisdiction. Any reference to the laws of the Jurisdiction includes the laws of Canada that apply in the Jurisdiction.

Our opinion is expressed with respect to the laws of the Jurisdiction in effect on the date of this opinion. We have no responsibility or obligation to: (i) update this opinion, (ii) take into account or inform the addressees or any other person of any changes in law, facts or other developments subsequent to this date that do or may affect the opinion we express, or (iii) advise the addressee or any other person of any other change in any matter addressed in this opinion. Nor do we have any responsibility or obligation to consider the applicability or correctness of this opinion to any person other than the addressee.

Where our opinion expressed herein refers to the Offered Securities having been issued as being “fully-paid and non-assessable” common shares of the Company, such opinion assumes that all required consideration (in whatever form) has been paid or provided. No opinion is expressed as to the adequacy of any consideration received.

Based on the above, we are of the opinion that the Offered Securities, when issued and delivered by the Company in accordance with the terms of the Underwriting Agreement, against payment of the consideration set forth therein, will be validly issued, fully paid and non-assessable.

This opinion has been prepared for your use in connection with the Prospectus Supplement and is expressed as of the date hereof. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Registration Statement, the Prospectus or the Offered Securities described therein.

We hereby consent to the filing of this opinion as an exhibit to the current report on Form 8-K to be filed with the Commission disclosing the issuance of the Offered Securities for incorporation by reference into the Prospectus Supplement and to the reference to our firm under the heading “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under the Securities Act or the rules and regulations promulgated thereunder.