Aharon Pollak		Amir Fish		Roy Niron		Julia Vainshenker		Shahak Davidson
		Moshe Matalon		Nadia Davidzon		Liron Usherovich		Lital Efrati		Ravid Amikam
		Arie Neiger *		Shalom Simon**		Ido Hazan		Amir Barel		Roi Amos
		Doron Levy		Moran Mordechay		Yana Yavnitzki Dror		Amit Shilton		Ron Raziel
		Eldad Koresh		Jonathan Tessone		Mor Gazit		Masha Kaminsky		Coral Rejwan
		Yonatan Altman		Avishai Sahar		Tal Sasson-Ferdman		Tal Zaid Rozen		Karin Lichterman
		Ian Rostowsky		Shahar Haron		Efrat Shpizaizen		Natalie Nahum		Bar Levi
Established 1956		Anat Sterenlib-Molkho		Ephraim Ofek Aharon		Elinor Polak		Shmuel Birbir		Carolina Labaton
		Asaf Biger		Omer Ben Matityahu		Eran Buvilski		Yaniv Holzman
		Maya Issacharov *		Adi El Rom		Shiran Geva		Bar Farkash
		Orit Israeli		Hilla Shribman		Arik Ben Simchon		Sapir Almog
		Erez Haver		Shani Ashkenasi		Shira Danziger-Mualam		Noy Rimer
		Aya Reich Mina		Gal Omer		Racheli Vardi		Noa Kay
		Racheli Guz-Lavi (CPA)		Liron-Levy Lev		Avishay Sadeh		Guy Grinfeld
		Ayelet Torem		Ruth Amit-Fogel		Yoav Sherman		Netanel Nwhemya
		Yoav Etzyon*		Ovad Kedmi		Amir Dar		Sivan Rozenberg
		Sharon Lubezky Hess		Yair Avraham		Lior Mozes Goldenberg		Ido Maron
		Dr. Tal Tirosh*		Joseph Z. Hellerstein		Eliad Farjoon		Kobi Kimchi
		Ariel Frank		Ran Cohen		Yulia Kniazev*		Hen Agranov
		Amichay Finkelstein		Itai Nachtomy		Lihi Godes		Yarden Ofra
		Chagit Pedael Levin		Yifat Weiss		Tal Tsarfaty-Doron		Sapir Bittan
apm@apm.law		Benjamin Grossman		Limor Segman		Dana Shwartz		Dana Gordon		Nahum Amit
www.apm.law		Stephen Barak Rozen		Shalev Brants		Yinon Himi		Kobi Winekrantz		[1923-2007]
Office. 972-3-5689022		Ravit Arbel		Helen Marshanski		Ariella Magid		Natalia Zeron		Etty Avni-Borowits
Fax. 972-3-5689023		Galit Shitzer		Yahel Porat		Harel Afargan		Tal Horovicz		[1945-2005]
APM House, 18 Raoul Wallenberg		Michael Yavin		Tzipi Kolp Frieder		Roy Duvshani		Linor Argentaro		* Also a member of
St, Building D, 7st Floor, Ramat		Efraim Levy		Eitan Leder		Naor Traitel		Sapir Palas-Sarussy		the New-York Bar
Hachayal,Tel Aviv 6971915, Israel		Ranit Kessous-Katz		Lilach Horesh		Hen Yannay		Rotem Raz		** Notary

October 14, 2020

Eltek Ltd.

20 Ben Zion Gellis Street

Sgoola Industrial Zone

Petah Tikva 4927920, Israel

 

Re: Registration Statement on Form F-1

 

This opinion is furnished to you in connection with the registration statement on Form F-1 (the “Registration Statement”) to be filed on the date hereof by Eltek Ltd., a company organized under the laws of the State of Israel (the “Company”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”).  The Registration Statement relates to the proposed registration for sale by the Company of up to $6,000,000 aggregate amount of the Company's ordinary shares, nominal value NIS 3.00 per share ( the “Shares”), by way of grant of nontransferable subscription right to the Company's shareholders (the “Rights”). The Rights will be evidenced by subscription rights certificates.  The Registration Statement relates to the Rights and to the Shares that may be issued and sold by the Company upon exercise of the Rights.

 

As Israeli counsel to the Company in connection with the filing of the Registration  Statement, we have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purpose of our opinion. In our examination of such legal documents, we have assumed the genuineness of all signatures, the legal capacity of all signatories who are natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such documents and the due execution and delivery of all documents. Insofar as this opinion relates to factual matters, we have assumed with your permission and without independent investigation, that the statements of the Company contained in the Registration Statement (including any exhibits thereto) and such other documents, certificates, records, statements and representations as we have deemed necessary or appropriate as a basis for the opinions set forth below are true, correct and complete as to all factual matters stated therein. In addition, as to questions of fact material to this opinion, we have, when relevant facts were not independently established, relied upon certificates of, and information received from, the Company and/or representatives of the Company. We have made no independent investigation of the facts stated in such certificates or as to any information received from the Company and/or representatives of the Company and do not opine as to the accuracy of such factual matters. We also have relied as to certain matters on information obtained from public officials, officers of the Company, and other sources believed by us to be reliable. We also have assumed that the Registration Statement will remain effective pursuant to the Securities Act at the time of issuance of  the Shares and Rights, and the Company will have received the required consideration for the issuance of the Shares at or prior to the issuance thereof.

 

Our opinions below are qualified to the extent that they may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, arrangement, usury, fraudulent conveyance or similar laws affecting the rights of creditors generally, and (ii) by general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or at equity. Furthermore, we express no opinion as to the availability of any equitable or specific remedy, or as to the successful assertion of any equitable defense, upon any breach of any agreements or obligations referred to therein, or any other matters, inasmuch as the availability of such remedies or defenses may be subject to the discretion of a court. We express no opinion as to the enforceability of any indemnification provision, or as to the enforceability of any provision that may be deemed to constitute liquidated damages.

 

Based upon and subject to the foregoing and the other assumptions, limitations and exceptions set forth herein, we are of the opinion that:

 

 

The opinion expressed herein is limited to Israeli law, and we do not express any opinion as to the laws of any other jurisdiction and expressly disclaim responsibility for advising you as to the effect, if any, that the laws of any other jurisdiction may have on the opinions set forth herein.

 

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to us under the headings “Legal Matters” and “Enforceability of Civil Liabilities” in the Prospectus which is a part of the Registration Statement.  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.