Exhibit 5.1
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Isachar Fischer Reuven Behar Amir Chen Avraham Well Dr. Gil Orion Israel Fischer Ronald Lehmann Eran Yaniv Atir Hardof-Jaffe Tal Eyal-Boger Yoram Bonen Raz Tepper Tamar Turjeman-Kedem Anat Shavit Michal Faktor Meital Ben-Basat Nataly Mishan-Zakai Tsafrir Negbi Miri Kimhi-Goldstein Gilad Winkler Talya Solomon Orit Malka Oded Revivo Behir Sabban Shay Teken Ron Sitton Shay Adulam Israel Markovitz Sagi Hammer Boaz Noiman | Nitzan Sandor Omri Shilo Merav Shivek Liat Volanovsky-neuman Shiry Trifon Sharon Rosen Ayelet Leshem Efrat Sharon Warren Wienburg Michal Nissani Ofer Priel Hagar Rubinstein Ariel Havlin Sagiv Ron Michal Sela Sagi Katz Gali Friedhof Hadar Sive Ayana Neumann Shelly Ivgi-Golbery Noya Kislev Liat Halperin Michal Tamar Dar Lahav Itay Maoz Ran Gafter Hermesh Amit Dat Shimrit Kenig Yoav Hovav | Sharon Klein Naama Gil Herut Chasid Shir Or Royi Steinmetz Tal Shamai Orit Hirschbrand Etti Dolev Yasmin Rubin Nirit Henig Shai Zadik Reut Arviv Elad Shulman Noa Barhum Tal Brakerski Ziv Schwartz Yael Riemer Liron Lotan-Fendell Ranit Waldman Hadar Israeli Amit Levin Elad Offek Meirav Bar-Zik Ofira Alon Sivan Maor Hagit Horowitz Izick Vatensteen Vered Oren Maayan Snir Shira Gillat | Ori Avni Avi Meer Yael Shimon-Many Dikla Lavy-Fischer Nohar Bresler Ester Dediashvili Roi Warhaftig Shalom Hershkovitz Asaf Gabay Tania Cohen Gabriella Strihan Sagi Rabinovich Eldad Meller Vardit Zigelbaum Ziv Shaked Oshrat Mor-Barak Lital Joseph Michal Shnapp Keren Cohen Tali Delouya Reut Goldstein Jonathan Behar Nir Ogolnik Ofir Fartuk Avigail Cohen Merav Cohen Yigal Schneider Moran Rom Doron Rentsler Hagar Keren-Hackim | Adi Bester Yael La-France Lital Chobadi Nadav Oberman Dana Lahav Doron Kol Aviv Gaon Ortal Bela Hila Burg Silberstein Michal Brandel Itiel Ben Haim Amit Tam Edy Glozman Esther Logvinsky Jonathan Braverman Ilan Gafni Taly Twily Omri Collen Carolyn Zeimer Maor Mousle Assaf Weiss Nitzan Bar Leeor Gur Abigail Faust-Grossman Amir Pintow Reemon Silverman Omer Beer |
May 15, 2013
Kamada Ltd.
7 Sapir Street
Kiryat Weizmann Science Park
P.O Box 4081
Ness Ziona 74140, Israel
Re: | Kamada Ltd. |
Ladies and Gentlemen:
We have acted as Israeli counsel to Kamada Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection with the underwritten public offering by the Company (the “Offering”), contemplating the issuance by the Company of up to an aggregate of 6,420,031 ordinary shares, par value NIS 1.00 per share (“Ordinary Shares”) of the Company (the “Shares”), including up to 837,395 Ordinary Shares that are subject to an over-allotment option to be granted by the Company to the underwriters of the Offering.
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 on Form F-1 (File No.333-187870) (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (“SEC”) and to which this opinion is attached as an exhibit; (ii) copies of the memorandum of association and the articles of association of the Company, as currently in effect; (iii) resolutions of the audit committee and board of directors (the “Board”) provided to us by the Company; 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. We have also made inquiries of such officers and representatives as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.
3 Daniel Frisch Street Tel Aviv 64731 Israel | Tel: 972-3-694-4111 Fax: 972-3-609-1116 | www.fbclawyers.com |
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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 or 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, subject to the approval by the audit committee and the Board of the Offering, including the precise number of Shares to be sold in the Offering, upon payment to the Company of the consideration per Share in such amount and form as shall be determined by the audit committee and the Board, the Shares, when issued and sold in the Offering as described in the Registration Statement, will be duly authorized, validly issued, fully paid and non-assessable.
We are members of the Bar of the State of Israel and we do not express any opinion as to the laws of any other jurisdiction other than those of the State of Israel.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm appearing under the caption “Legal Matters” and “Enforceability of Civil Liabilities” in 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 United States Securities Act of 1933, as amended, or the rules and regulations of the SEC.
Very truly yours, | |
/s/ Fischer Behar Chen Well Orion & Co. | |
Fischer Behar Chen Well Orion & Co. |