Attached files
| file | filename |
|---|---|
| EX-99.2 - EXHIBIT 99.2 - ReWalk Robotics Ltd. | exhibit_99-2.htm |
| EX-99.1 - EXHIBIT 99.1 - ReWalk Robotics Ltd. | exhibit_99-1.htm |
| EX-10.2 - EXHIBIT 10.2 - ReWalk Robotics Ltd. | exhibit_10-2.htm |
| EX-10.1 - EXHIBIT 10.1 - ReWalk Robotics Ltd. | exhibit_10-1.htm |
| EX-4.2 - EXHIBIT 4.2 - ReWalk Robotics Ltd. | exhibit_4-2.htm |
| EX-4.1 - EXHIBIT 4.1 - ReWalk Robotics Ltd. | exhibit_4-1.htm |
| 8-K - 8-K - ReWalk Robotics Ltd. | zk2024641.htm |
Exhibit 5.1
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TEL AVIV
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ZURICH
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WWW.GOLDFARB.COM
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Ampa Tower, 98 Yigal Alon St.
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14 Mittelstrasse
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Tel Aviv 6789141, Israel
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Zurich 8008, Switzerland
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Tel +972 (3) 608-9999
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Tel +41 (44) 818 08 00
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Fax +972 (3) 608-9909
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Fax +41 (44) 818 08 01
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INFO@GOLDFARB.COM
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ZURICH@GOLDFARB.COM
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July 6, 2020
ReWalk Robotics Ltd.
3 Hatnufa Street, Floor 6
Yokneam Ilit 2069203
Israel
Ladies and Gentlemen:
We have acted as special Israeli counsel to ReWalk Robotics Ltd., an Israeli company (the “Company”), in connection with
the issuance and sale by the Company of 4,938,278 ordinary shares, par value NIS 0.25 per share of the Company (the “Shares”).
The Shares are being issued and sold pursuant to (i) the Company’s effective registration statement on Form S-3 (File No. 333-231305) (the “Registration Statement”) initially filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of
1933, as amended (the “Securities Act”), on May 9, 2019, and declared effective on May 23, 2019, the prospectus included therein (the “Prospectus”),
and a prospectus supplement, dated July 1, 2020, filed with the Commission pursuant to Rule 424(b) under the Securities Act supplementing the Base Prospectus and further describing the terms of the offering of the Shares (the “Prospectus Supplement”) and (ii) the securities purchase agreement, dated as of July 1, 2020, between the Company and the purchasers
named therein (the “Purchase Agreement”). This opinion is being furnished in connection with the requirements of Items 601(b)(5) and (b)(23) 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, the prospectus that forms a part thereof, any prospectus filed pursuant to Rule 424(b) with respect thereto or any Rule 462(b) Registration
Statement, other than as expressly stated herein with respect to the issuance of the Shares.
In connection herewith, we have examined and relied without investigation as to matters of fact upon the Registration Statement and exhibits thereto, the Prospectus, the Prospectus
Supplement, the Purchase Agreement, and such certificates and statements of public officials and officers and representatives of the Company and originals or copies, certified or otherwise identified to our satisfaction, of such other documents,
corporate records, agreements, certificates and instruments as we have deemed necessary or appropriate to enable us to render the opinions expressed herein. We have assumed the genuineness of all signatures on all documents examined by us, the legal
competence and capacity of natural persons, the authenticity of documents submitted to us as originals, and the conformity with authentic original documents of all documents submitted to us as copies.
Based upon the foregoing, in reliance thereon and subject to the assumptions, comments, qualifications, limitations and exceptions stated herein, we are of the opinion that the
Shares have been duly authorized and, when issued and paid for in accordance with the terms and conditions of the Purchase Agreement and the terms set forth in the Registration Statement, the Prospectus and the Prospectus Supplement, as applicable,
will be validly issued, fully paid and non-assessable.
We are members of the Israel Bar and we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws of Israel.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement, and the references to this firm in the sections entitled “Legal Matters” and
“Enforceability of Civil Liabilities” in the Registration Statement, the Prospectus and the Prospectus Supplement. This consent is not to be construed as an admission that we are a party whose consent is required to be filed as part of the
Registration Statement under the provisions of the Securities Act.
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Very truly yours,
/s/ Goldfarb Seligman & Co.
Goldfarb Seligman & Co.
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