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EX-23.1 - CONSENT OF KESSELMAN & KESSELMAN - Intec Pharma Ltd.ea122666ex23-1_intecpharma.htm
S-1 - REGISTRATION STATEMENT - Intec Pharma Ltd.ea122666-s1_intecpharma.htm

Exhibit 5.1

 

 

 

June 5, 2020

 

Intec Pharma Ltd.
12 Hartom St.
Jerusalem 9777512
Israel
   

 

Re: Intec Pharma Ltd.

 

Ladies and Gentlemen:

 

We have acted as Israeli counsel for Intec Pharma Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection with its registration statement on Form S-1 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on the date hereof under the Securities Act of 1933, as amended (the “Securities Act”), which registers an aggregate of 8,145,976 ordinary shares of the Company, no par value per share, of the Company (the “Ordinary Shares” and the “Shares”), issuable upon the exercise of warrants to purchase the Shares (“Warrants”), each as further described in the Registration Statement.

 

In connection herewith, we have examined the originals, or photocopies or copies, certified or otherwise identified to our satisfaction, of: (i) the form of the Registration Statement, to which this opinion letter is attached as an exhibit; (ii) the articles of association of the Company, as currently in effect (the “Articles”); (iii) minutes of a meeting of the board of directors of the Company (the “Board”) at which the filing of the Registration Statement and the actions to be taken in connection therewith were approved; and (iv) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives 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 and representatives 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 these opinions 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 assuming receipt by the Company of the exercise price pursuant to which the Shares may be issued, in accordance with and in the manner described in the Registration Statement, the Shares to be issued upon the exercise of the Warrants, when issued by the Company, will be validly issued, fully paid and non-assessable.

 

We have further assumed that, at the time of issuance and to the extent any such issuance would exceed the maximum share capital of the Company currently authorized, the number of Ordinary Shares that the Company is authorized to issue shall have been increased in accordance with the Company’s Articles such that a sufficient number of Ordinary Shares are authorized and available for issuance under the Articles.

 

 

 

 

Members of our firm are admitted to the Bar in the State of Israel, and we do not express any opinion as to the laws of any other jurisdiction. This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name wherever it appears in the Registration Statement and the prospectus forming part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the SEC promulgated thereunder or Item 509 of the SEC’s Regulation S-K promulgated under the Securities Act.

 

This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought to our attention after the date of the Prospectus that may alter, affect or modify the opinions expressed herein.

 

    Very truly yours,
     
    /s/ Meitar | Law Offices
     
    Meitar | Law Offices