EX-5.1 2 nt10006151x16_ex5-1.htm EXHIBIT 5.1

Exhibit 5.1

Established 1956
     
 
Aharon Pollak
 
Efraim Levy
 
Eitan Leder
 
Harel Afargan
 
Dana Gordon
 
Moshe Matalon
 
Na’ama Babish
 
Lilach Horesh
 
Roy Duvshani
 
Kobi Winekrantz
 
Arie Neiger *
 
Ranit Kessous-Katz
 
Roy Niron
 
Naor Traitel
 
Natalia Zeron
 
Doron Levy
 
Amir Fish
 
Liron Usherovich
 
Elie Kirshenbaum*
 
Sapir Palas-Sarussy
 
Eldad Koresh
 
Nadia Davidzon
 
Ido Hazan
 
Lital Efrati
 
Rotem Raz
 
Yonatan Altman
 
Shalom Simon**
 
Yana Yavnitzki Dror
 
Amir Barel
 
Shahak Davidson

 
Ian Rostowsky
 
Moran Mordechay
 
Mor Gazit
 
Amit Shilton
 
Ravid Amikam

 
Anat Sterenlib-Molkho
 
Jonathan Tessone
 
Tal Sasson-Ferdman
 
Masha Kaminsky
 
Ron Raziel
   
Asaf Biger
 
Avishai Sahar
 
Efrat Shpizaizen
 
Tal Zaid Rozen
 
Reut Rogov
   
Maya Issacharov *
 
Shahar Haron
 
Elinor Polak
 
Natalie Nahum
 
Coral Rejwan
   
Orit Israeli
 
Ephraim Ofek Aharon
 
Eran Buvilski
 
Shmuel Birbir
 
Karin Lichterman
   
Erez Haver
 
Omer Ben Matityahu
 
Shiran Geva
 
Yaniv Holzman
 
Bar Levi
   
Aya Reich Mina
 
Adi El Rom
 
Arik Ben Simchon
 
Or Baruch
 
Carolina Labaton
   
Racheli Guz-Lavi (CPA)
 
Hilla Shribman
 
Shira Danziger-Mualam
 
Bar Farkash
   
   
Ayelet Torem
 
Gal Omer
 
Racheli Vardi
 
Amir Rabah
   
   
Yoav Etzyon*
 
Liron-Levy Lev
 
Avishay Sadeh
 
Tzlil Hudady
   
   
Rachel Harari-Lifshits
 
Ruth Amit-Fogel
 
Yoav Sherman
 
Sapir Almog
   
   
Sharon Lubezky Hess
 
Ovad Kedmi
 
Amir Dar
 
Noy Rimer
   
   
Dr. Tal Tirosh*
 
Yair Avraham
 
Lior Mozes Goldenberg
 
Noa Kay
   
   
Ariel Frank
 
Itai Nachtomy
 
Moran Maroz
 
Netanel Nwhemya
     
   
Amichay Finkelstein
 
Joseph Z. Hellerstein
 
Eliad Farjoon
 
Roni Zis
     
apm@apm.law
 
Chagit Pedael Levin
 
Yifat Weiss
 
Noam Waldoks
 
Sivan Rozenberg
 
Nahum Amit
 
www.apm.law
 
Benjamin Grossman
 
Limor Segman
 
Yulia Kniazev*
 
Ido Maron
 
[1923-2007]
 
Office. 972-3-5689022
 
Stephen Barak Rozen
 
Avi Osterman*
 
Lihi Godes
 
Kobi Kimchi
 
Etty Avni-Borowits
 
Fax. 972-3-5689023
 
Omer Bekerman*
 
Shalev Brants
 
Tal Tsarfaty-Doron
 
Hen Agranov
 
[1945-2005]
 
APM House, 18 Raoul Wallenberg
 
Ravit Arbel
 
Helen Marshanski
 
Dana Shwartz
 
Hadar Ostashinsky
 
* Also a member of
 
St, Building D, 7th Floor, Ramat
 
Galit Shitzer
 
Yahel Porat
 
Yinon Himi
 
Yarden Ofra
 
the New-York Bar
 
Hachayal,Tel Aviv 6971915, Israel
 
Michael Yavin
 
Tzipi Kolp Frieder
 
Ariella Magid
 
Sapir Bittan
 
** Notary
 


August 20, 2020

Nano-X Imaging Ltd.
The Communication Center,
Neve Ilan, Israel

Re: Nano-X Imaging Ltd

Ladies and Gentlemen:

We have acted as Israeli counsel for Nano-X Imaging Ltd, an Israeli company (the “Company”), in connection with the underwritten initial public offering by the Company, contemplating (i) the issuance and sale by the Company of an aggregate of 9,178,744 Ordinary Shares, par value NIS 0.01  (“Ordinary Shares”) of the Company (the “Offering Shares”) and (ii) the potential issuance and sale by the Company of up to an additional 1,376,812 Ordinary Shares (the “Additional Shares” and, collectively with the Offering Shares, the “Shares”), that are subject to an option to purchase additional shares proposed to be granted by the Company to the underwriters of the offering (the “Offering”).

This opinion letter is rendered pursuant to Item 8(a) of Form F-1 promulgated by the United States Securities and Exchange Commission (the “SEC”) and Items 601(b)(5) and (b)(23) of the SEC’s Regulation S-K promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”).





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- 240209) filed by the Company with the SEC under the Securities Act (as amended through the date hereof, the “Registration Statement”) and to which this opinion is attached as an exhibit; (ii) a copy of the articles of association of the Company, as currently in effect; (iii) a draft of the amended articles of association of the Company, to be in effect immediately prior to the closing of the Offering (the “Amended Articles”); (iv) resolutions of the board of directors (the “Board”) of the Company and its shareholders which have heretofore been approved and, in each case, which relate to the Registration Statement and other actions to be taken in connection with the Offering (the “Resolutions”); and (v) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers 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 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.  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 following effectiveness of the Amended Articles and upon payment to the Company of the consideration per Share in such amount and form as shall be determined by the Board or an authorized committee thereof, 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.

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 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 Securities Act, the rules and regulations of the SEC promulgated thereunder or Item 509 of the SEC’s Regulation S-K promulgated 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/ Amit, Pollak, Matalon & Co.
   Amit, Pollak, Matalon & Co.