Exhibit 5.1
Tel Aviv,--- August 8, 2019
Sol-Gel Technologies Ltd.
7 Golda Meir St.
Weizman Science Park
Ness Ziona, 7403650
Israel
Re: Sol-Gel Technologies Ltd.
Ladies and Gentlemen:
We have acted as Israeli counsel for Sol-Gel Technologies Ltd., a company organized under the laws of Israel (the “Company”), in connection with (i) the issuance and sale of an aggregate of 1,250,000 ordinary shares of the Company, par value NIS 0.1 per share (the “Public Offering Base Shares”), and (ii) at the option of the Underwriters (as defined below), the issuance and sale of an additional 187,500 ordinary shares of the Company, par value NIS 0.1 per share, if the Underwriters exercise their option to purchase additional ordinary shares (together with the Public Offering Base Shares, the “Public Offering Securities”) pursuant to the terms of an underwriting agreement dated August 8, 2019 (the “Underwriting Agreement”) between the Company and Jefferies LLC as representatives of the several underwriters named therein (the “Underwriters”). The ordinary shares are being issued pursuant to a registration statement on Form F-3/A (Registration Statement No. 333-230564) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), the related base prospectus which forms a part of the Registration Statement, and the prospectus supplement dated August 8, 2019, filed with the Commission on August 8, 2019, relating to the Public Offering Securities (the “Prospectus Supplement”).
In connection therewith, we have examined and relied upon copies of the Registration Statement, the Prospectus Supplement, the Company’s amended and restated articles of association, and such corporate records, certificates instruments, and other documents relating to the Company and such matters of law as we have deemed necessary or appropriate for the purpose of rendering this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies, the truth, accuracy and completeness of the information, representations and warranties contained in the corporate records, certificates instruments and documents we have reviewed, and the legal capacity of all natural persons. As to any facts material to such opinion, we have relied on certificates of public officials and certificates of officers or other representatives of the Company.
We are members of the Israeli bar, and we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws of the State of Israel and have not, for the purpose of giving this opinion, made any investigation of the laws of any other jurisdiction than the State of Israel.
Based upon the foregoing and in reliance thereon, we are of the opinion that the Public Offering Securities to be sold to the Underwriters as described in the Registration Statement and the Prospectus Supplement have been duly authorized for issuance and, when issued and paid for in accordance with the terms and conditions of the Underwriting Agreement, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit 5.1 to the Company’s Current Report on Form 6-K to be submitted with the Commission on or about August 8, 2019, which will be incorporated by reference in the Registration Statement, and to the reference to our name under the caption “Legal Matters” in the Prospectus Supplement. In giving such consent, we do not hereby 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.
Very truly yours, /s/ Gross, Kleinhendler, Hodak, Halevy, Greenberg, Shenhav & Co. |
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