Exhibit 5.1
Yaakov Neeman z"l* Tuvia Erlich Meir Linzen Alan Sacks Yaacov Brandt Ehud Sol Janet Levy Pahima Yael Bar-Shai Yaacov Sharvit David Zailer Mark Phillips Adam Eytan Orly Gerbi Moshe Hardi Gilad Wekselman Yossi Ashkenazi Gil White Anthony Leibler Eldad Chamam Ilanit Landesman Yogev Limor Hodir Ory Nacht Esther Sternbach Ariel Flavian Nati Simchony Roni Libster Karen L. Elburg Hanan Haviv Roy Nachimzon Liat Shaked-Katz | Ruth Dagan Asher Dovev Odelia Offer Sharon Petel Moria Tam-Harshoshanim Guy Katz Daniel Reisner Nurit Dagan Yaniv Dinovitch Nir Raber Harriet Finn Ofir Segev Ran Hai Haya Ehrman Tal Dror Schwimmer Shai Kagan Chagai Vered Gilad Majerowicz Yuval Navot Michal Caspi Shira Margalit -Elbaz Efri Berkovich Yehoshua Shohat Gurtler Shachar Porat Amir Peres Yair Geva Nir Dash Itzhak Shragay Tamara Tapoohi Waldman Hanna Bilavsky | Saar Pauker Orit Hipsher Moshe Yaacov Daniel Lipman Lowbeer Neil Wilkof Nimrod Kozlovski Moran Yemini Ofer Granot Ron Ben-Menachem Dan Sharot Ronen Hausirer Gilad Neeman Ayelet Regavim K. Ariel Yosefi Natalie Jacobs Roi Hayun Eyal Bar-Zvi Yariv Ben-Dov Talya Solomon Haim Machluf Yuval Meidar Aviram Hazak Itai Sarfaty Ran Kedem Ra'anan Sagi Revital Katz Tal Hamdi Neta Dorfman-Raviv Yuval Zilber Vladi Borodovsky | Gal Schwartz Assaf Klein Hen Tirosh Racheli Pry-Reichman Ifat Pagis-Gelman Yael Chervinsky Edan Maayan Hammer-Tzeelon Adina Shapiro Tsouriel Picard Itay Lavi Eran Wagner Dana Zur-Neumann Gal Eschet Zohar Yahalom Galia Kleinman Inbal Altman Iris Weinberger Yoni Frider Lev Zigman Uriel Mozes Elad Wieder Liran Barak Efrat Tzur Chen Moyal Abigail Borowitz Niv Sivan Asaf Nahum Ehab Farah Iris Achmon Orli Gal | Limor Shechter Lerner Chen Luzzatto Ohad Elkeslassy Adar Bengom Ortal Liat Maidler Nir Miller Tomer Farkash Roni Cohen Pavon Mark Goldman Zara Gold Natan Wiesenberg Yael Hauser Hagit Oren Ruth Bergwerk Robert Wiseman Israel (Ruly) Ber Avital A. Shlomovich Michal Haberfeld Zeev Kallach Keren Assaf Yaniv Grossman Nir Gal Michal Lavi Chen Ginon Cohen David Preyl Dana Kashi Avishay Klein Moran Ninio Nesher Yotam Blaushild Boaz Nahshoni | Michal Dolev (Pereg) Maor Roth Rosie Mordoch-Ron Rani Hirsh Ilana Zibenberg Guy Yekutiel Shahar Fishbein Pini Duek Sahar Regev Jenia Melkhior Karin Fried Yehonatan Ohayon Lital Wolfovitz Reut Alcalay Aviv Parienty Rafael Herbst Sarit Shainboim Ido Manor Shiran Shouldiner Dafna Amster Kahn Liya Friedman Esti Hadar Pini Shriki Herstic Zvika Friedman Ella Corren Liron Tzur Neumann Marian Fertleman Itamar Gur Yehuda Hommfor Amit Laufer | Talia Blazer Einat Steiner Tom Waltner Yoav Sananes Alon Abcasis Asaf Beker Eitan Ella Noa Leon Grigory Danovich Eliran Doyev Orr Diskin Daniel Paz Gal Sagi Sharbel Shama Erez Abu Hofit Cahana Gilad Eshed Uriya Gehasi Zecharia Rechtschaffen Nitzan Schindler Harel Elazar Liran Ben Asuly Batell Vallentine Blaish Dana Baranes Asaf Bar Natan Elina Shechter Neil Hadad Anat Tsur Rachel Rinberg-Shuri |
*Founding Partner |
April 2, 2018 |
To: Foamix Pharmaceuticals Ltd. 2 Holzman Street, Weizmann Science Park Rehovot, 7670402 Israel |
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as Israeli counsel for Foamix Pharmaceuticals Ltd., an Israeli company (the “Company”), in connection with the registration statement on Form S-3 (the “Registration Statement”), filed herewith by the Company with the United States Securities and Exchange Commission (the “SEC”), pursuant to the United States Securities Act of 1933, as amended (the “Securities Act”), which registers the offer, issuance and sale by the Company, from time to time, of up to $291,936,389, in the aggregate, of ordinary shares, par value NIS 0.16 per share of the Company (the “Shares”).
This opinion letter is rendered pursuant to Item 16 of Form S-3 promulgated by the SEC and Items 601(b)(5) and (b)(23) of the SEC’s Regulation S-K promulgated under the Securities Act.
In connection herewith, we have examined the originals, photocopies or copies, certified or otherwise identified to our satisfaction, of: (i) the draft of the Registration Statement, to which this opinion letter is attached as an exhibit; (ii) a copy of the articles of association of the Company, as amended and restated and currently in effect (the “Articles”); (iii) minutes of a meeting or written consents 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. We have also assumed the truth of all facts communicated to us by the Company and that all minutes of meetings of the Board that have been provided to us are true and accurate and have been properly prepared in accordance with the Articles and all applicable laws.
Assuming (a) the taking of all necessary corporate action to authorize and approve the issuance of any Shares, the terms of the offering thereof and related matters (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 delivery and filing of an appropriate prospectus supplement with respect to the offering of the Shares in compliance with the Securities Act and the applicable rules and regulations thereunder, (d) approval by the Board of, and entry by the Company into, and performance by the Company under, any applicable underwriting agreement, any post-effective amendment thereto or to a report on Form 8-K, pursuant to which the Shares may be issued and sold, and (e) receipt by the Company of the consideration for the Shares as provided for in the Authorizing Resolutions and in accordance with the provisions of any such underwriting agreement, if any, pursuant to which the Shares may be issued, such Shares will be validly issued, fully paid and non-assessable.
You have informed us that you intend to issue the Shares from time to time on a delayed or continuous basis, and this opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof.
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 consent to the filing of this opinion as an exhibit to the Company’s 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 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 effective date of the Registration Statement that may alter, affect or modify the opinions expressed herein.
Very truly yours, /s/ Herzog Fox & Neeman |
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