Attached files

file filename
EX-1.1 - UNDERWRITING AGREEMENT, DATED JANUARY 30, 2020,BY AND BETWEEN THE COMPANY AND H. - Intec Pharma Ltd.f8k013020ex1-1_intecpharma.htm
EX-5.1 - OPINION OF MEITAR | LAW OFFICES - Intec Pharma Ltd.f8k013020ex5-1_intecpharma.htm
EX-4.2 - FORM OF PRE-FUNDED WARRANT - Intec Pharma Ltd.f8k013020ex4-2_intecpharma.htm
EX-4.1 - FORM OF WARRANT - Intec Pharma Ltd.f8k013020ex4-1_intecpharma.htm
8-K - CURRENT REPORT - Intec Pharma Ltd.f8k013020_intecpharma.htm

Exhibit 5.2

 

   

mwe.com

 

February 3, 2020

 

Intec Pharma Ltd.

12 Hartom St.

Har Hotzvim

Jerusalem, Israel

 

Re:

Intec Pharma Ltd. – Prospectus Supplement Pursuant to Rule 424(b)(5)

 

Ladies and Gentlemen:

 

We have acted as U.S. counsel to Intec Pharma Ltd., an Israeli company (the “Company”), in connection with a Prospectus Supplement dated January 30, 2020 pursuant to Rule 424(b)(5) (the “Prospectus Supplement”) filed by the Company with the Securities and Exchange Commission (the “Commission”), relating to the offer and sale of the following securities (collectively, the “Securities”): (A) (i) 15,280,000 ordinary shares, no par value per share (the “Ordinary Shares”), (ii) pre-funded warrants to purchase up to an aggregate of 970,000 Ordinary Shares (the “Pre-Funded Warrants”) and (iii) accompanying warrants to purchase an aggregate of 16,250,000 Ordinary Shares (the “Ordinary Warrants”) and at the option of the Underwriter (as defined below) (B) up to (i) an additional 2,437,500 Ordinary Shares, and/or (ii) 2,437,500 Ordinary Warrants (the “Option Warrants” and together with the Pre-Funded Warrants and the Ordinary Warrants, the “Warrants”, and such Ordinary Shares underlying the Warrants, the “Warrant Shares”).

 

The Prospectus Supplement supplements the registration statement on Form S-3 (File No. 333- 230016) (the “Registration Statement”) filed by the Company with the Commission under the Securities Act of 1933, as amended (the “Securities Act”) on March 1, 2019.

 

The Ordinary Shares and the Warrants are to be sold by the Company pursuant to an underwriting agreement between the Company and H.C. Wainwright & Co., LLC (the “Underwriter”), the form of which has been filed as Exhibit 1.1 to a Current Report on Form 8-K dated February 3, 2020 that is incorporated by reference into the Registration Statement (together with all schedules, exhibits and ancillary documents and agreements thereto, the “Underwriting Agreement”).

 

This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectus that is a part of the Registration Statement, other than as expressly stated herein.

 

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and statements of public officials, certificates of officers or representatives of the Company, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinion set forth herein. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of all originals of such latter documents. In making our examination of the documents executed by the parties, we have assumed that such parties had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof. In addition, we have assumed that when issued and paid for pursuant to the Underwriting Agreement and the Warrants, the Ordinary Shares and Warrant Shares will be validly issued, fully paid and non-assessable. Except as expressly set forth herein, we have not undertaken any independent investigation to determine the existence or absence of facts material to the opinions expressed herein and no inference as to our knowledge concerning such facts should be drawn from the fact that such representation has been relied upon by us in connection with the preparation and delivery of this opinion. As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others, including those set forth in the Underwriting Agreement.

 

We are admitted to the Bar in the State of New York. We express no opinion as to the laws of any jurisdiction other than the laws of the State of New York.

 

You are separately receiving an opinion from Meitar | Law Offices with respect to the corporate proceedings relating to the issuance of the Securities.

 

Based upon the foregoing and subject to the assumptions and qualifications set forth herein, we are of the opinion that each Warrant, when issued and sold by the Company and delivered by the Company in accordance with and in the manner described in the Prospectus Supplement and the Underwriting Agreement, and when executed and delivered by the Company, will constitute the valid and binding obligation of the Company, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium and similar laws affecting creditors’ rights generally and equitable principles of general applicability.

 

We express no opinion as to the enforceability of any rights to indemnification or contribution provided for in the Underwriting Agreement that are violative of the public policy underlying any law, rule or regulation.

 

We consent to the filing of this opinion as an exhibit to the Registration Statement (as an exhibit to a Current Report on Form 8-K dated February 3, 2020 that is incorporated by reference into the Registration Statement), and we further consent to the use of our name under the caption “Legal Matters” in the Prospectus Supplement. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 

This opinion letter is limited to the matters expressly set forth herein and no opinion is implied or may be inferred beyond the matters expressly so stated. This opinion letter is given as of the date hereof and we do not undertake any liability or responsibility to inform you of any change in circumstances occurring, or additional information becoming available to us, after the date hereof which might alter the opinions contained herein.

 

Very respectfully yours,  
   
/s/ McDermott Will & Emery LLP  

 

 

 

U.S. practice conducted through McDermott Will & Emery LLP.

 

340 Madison Avenue New York New York 10173-1922 Telephone: +1 212 547 5400 Facsimile: +1 212 547 5444 www.mwe.com