
| March 27, 2025 |
| a. |
ordinary shares, par value NIS 0.10 per share, of the Company (“Ordinary Shares”);
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| b. |
debt securities (“Debt Securities”);
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| c. |
subscription rights to purchase Ordinary Shares (“Rights”);
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| d. |
warrants to purchase Ordinary Shares (“Warrants”); and
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| e. |
units comprised of Ordinary Shares, Debt Securities, Rights or Warrants in any combination (“Units” and, together with the Ordinary Shares, Debt Securities, Rights and Warrants, “Securities”).
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| 1. |
The Company is a corporation duly incorporated and validly existing under the laws of the State of Israel.
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| 2. |
With respect to Ordinary Shares, assuming the taking of all necessary corporate action to authorize and approve the issuance of any Ordinary Shares, the terms of the offering thereof
and related matters, upon payment of the consideration therefor specified in the applicable definitive purchase, underwriting or similar agreement to be approved by the board of directors and otherwise in accordance with the provisions of
the Warrants pursuant to which such Ordinary Shares will be issued, if applicable, such Ordinary Shares will be legally issued, fully paid and non-assessable.
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| 3. |
With respect to Debt Securities, assuming the (a) taking of all necessary corporate action to authorize and approve the issuance and the terms of any Debt Securities and the related
Indenture, the terms of the offering thereof and related matters, and (b) due execution, authentication, issuance and delivery of such Debt Securities and the related Indenture and any supplemental indenture thereto, upon payment of the
consideration therefor specified in the applicable definitive purchase, underwriting or similar agreement to be approved by the board of directors, and otherwise in accordance with the provisions of the applicable Indenture and any
supplemental indenture thereto, such Debt Securities will be validly issued and will be binding obligations of the Company.
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| 4. |
With respect to Rights, assuming the (a) taking of all necessary corporate action to authorize and approve the issuance and the terms of the Rights, the terms of the offering thereof
and related matters (for purposes of this paragraph 4, the “Authorizing Resolutions”), (b) the effectiveness (without termination or rescindment) of the Registration Statement, as finally amended
(including any post-effective amendments), under the Securities Act, (c) the due authorization, execution and delivery of (i) the Rights Agreement to be dated on or about the date of the first issuance of the applicable Rights thereunder,
by and between the Company and a Rights Agent to be selected by the Company, and (ii) any certificates relating to the Rights, (d) the delivery and filing of an appropriate prospectus supplement with respect to the offering of the Rights
in compliance with the Securities Act and the applicable rules and regulations thereunder, (e) approval by the Board of, and entry by the Company into, and performance by the Company under, the applicable Rights Agreement, in the form
filed as an exhibit to the Registration Statement, any post-effective amendment thereto or to a Report of Foreign Private Issuer on Form 6-K, pursuant to which the Rights may be issued and sold, (f) due establishment by all necessary
corporate action and in conformity with the Company’s Articles of Association (as then in effect) and the Rights Agreement and any rights certificates, of the terms of the Rights and of their issuance and sale, (g) due execution and
counter-signature, in accordance with the provisions of the Rights Agreement, and due issuance, sale and delivery, in accordance with the provisions of any such Rights Agreement, the Registration Statement and the prospectus included
therein, of the Rights, and (h) receipt by the Company of the consideration for the Rights as specified in the Authorizing Resolutions and in accordance with the provisions of such Rights Agreement, such Rights will constitute valid and
legally binding obligations of the Company.
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| 5. |
With respect to Warrants, assuming the (a) taking of all necessary corporate action to authorize and approve the issuance of the Warrants and the underlying Ordinary Shares, the terms
of the offering thereof and related matters, and (b) due execution, authentication, issuance and delivery of such Warrants, upon payment of the consideration therefor specified in the applicable definitive purchase, underwriting or
similar agreement to be approved by the board of directors and otherwise in accordance with the provisions of the applicable Warrant Agreement, such Warrants will be legally issued.
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| 6. |
With respect to Units, assuming the (a) taking of all necessary corporate action to authorize and approve the issuance and the terms of any Units, the terms of the offering thereof
and related matters, and (b) due execution, authentication, issuance and delivery of such Units, upon payment of the consideration therefor specified in the applicable definitive purchase, underwriting or similar agreement to be approved
by the board of directors, and otherwise in accordance with the provisions of the applicable unit agreement, if any, such Units will be legally issued.
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Very truly yours,
/s/ Goldfarb Gross Seligman & Co.
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