EX-5.1 6 exhibit_5-1.htm EXHIBIT 5.1

exhibit_5-1.htm

Exhibit 5.1

Telephone: 03-6944111

Fax: 03-6091116

Reuven Behar Amir Chen Avraham Well Dr. Gil Orion Israel Fischer Ronald Lehmann Eran Yaniv Atir Jaffe Tal Eyal-Boger Yoram Bonen Raz Tepper Tamar Turjeman-Kedem Anat Shavit Michal Faktor Meital Ben-Basat 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 Dan Tzafrir Boaz Noiman Nitzan Sandor Omri Shilo Shelly Ivgi-Golbery Liat Halperin Amit Dat Dror Matatyahu Hila Zonder Messa Merav Shivek Liat Volanovsky-neuman Shiry Trifon Sharon Rosen Efrat Sharon Warren Wienburg Michal Nissani Ofer Priel Sivan Omer Michal Sela Sagi Katz Gali Friedhof Moran Friedman Hadar Sive Ayana Neumann Noya Kislev Michal Tamar Dar Lahav Itay Maoz Yoav Hovav Sharon Klein-Manbar Naama Gil Shir Or Royi Steinmetz Orit Hirschbrand Etti Dolev Yasmin Rubin Nirit Henig Shai Zadik Reut Arviv Elad Shulman Noa Barhum Barak Glickman Tal Wiesengrun Ziv Schwartz Yael Riemer Ranit Waldman Elad Offek Meirav Bar-Zik Ofira Alon Hagit Horowitz Gilad Tuffias Izick Vatensteen Vered Oren Maayan Snir Shira Gillat Ori Avni Yael Shimon-Many Dikla Lavy-Fischer Nohar Bresler Moran Rabbia Perera Roi Warhaftig Shalom Hershkovitz Asaf Gabay Arik Kaufman Tania Cohen Gabriella Strihan Eldad Meller Vardit Zigelbaum Oshrat Mor-Barak Lital Joseph Michal Shnapp Gilad Idisis Ori Shlomai Keren Cohen Tali Delouya Reut Goldstein Keren Alon Meiran Sandelson Zamir Ben Basat Moran Rom Doron Rentsler Hagar Keren-Hackim Nadav Oberman Oz Cohen Lior Bechar Hila Gabay Dana Lahav Doron Kol Hilla Sachs Michal Brandel Itiel Ben Haim Esther Logvinsky Jonathan Braverman Carolyn Zeimer Tsachi Hoftman Oren Shalom Hagar Nagler Moshe Moyal Naama Moshe Keren Shvartzberg Abigail Faust-Grossman Amir Pintow Omer Beer Shani Wexler Amir Varon Karin Ayalon Tali Michlin Keren Shmueli Natali Askira Zvika Itzkovich Roni Asheroff Nir Shlomi Dahan Chen Hershkovitz Shai Avital Jana Rabinovich Lihi Kushnir Mor Gorin Natalie Schneider Adi Flanter Rona Carp Oranit Sofer-Rubin Nadav Zohar Tslil Bainvol Amit Bechler Omer Shani Yonatan Raskin Shiran  Cohen Romy Martin Michael Lahmy Inbal Borosh Dana Goldstein Shelly Groisman Guy Engel Zohar Haim                     Shoni Albeck - Adviser     Isachar Fischer 1929-2013

February 12, 2015

Check-Cap Ltd.

Check-Cap Building

Abba Hushi Avenue

P.O. Box 1271

Isfiya, 30090

Mount Carmel, Israel

Re: Check-Cap Ltd.

Ladies and Gentlemen:

We have acted as Israeli counsel to Check-Cap Ltd., a company organized under the laws of the State of Israel (the “Company”) in connection with the underwritten public offering of the Company (the “Offering”) contemplating the issuance and sale by the Company of (i) 2,300,000 units (including up to 300,000 units issuable upon exercise of an option granted to the underwriters by the Company) (the “Units ”), with each Unit consisting of one ordinary share, par value NIS 0.20 per share, of the Company (collectively, the “Ordinary Shares”), and one-half of a Series A warrant to purchase one Ordinary Share (collectively, the “Series A Warrants”), (ii) up to 1,150,000 Ordinary Shares issuable upon exercise of the Series A Warrants (the “Series A Warrant Shares”), (iii) Long Term Incentive Warrants to purchase up to 3,450,000 Ordinary Shares to be issued together with the Units (including Long Term Incentive Warrants to purchase up to 450,000 Ordinary Shares issuable upon exercise of an option granted to the underwriters by the Company) (collectively, the “Long-Term Incentive Warrants” and together with the Series A Warrants, the “Warrants”); (iv) up to 3,450,000 Ordinary Shares issuable upon exercise of the Long Term Incentive Warrants (the “Long Term Incentive Warrant Shares” and together with the Series A Warrant Shares, the “Warrant Shares”); (v) a warrant to purchase up to 100,000 Ordinary Shares issued to the representative of the underwriters (the “Representative’s Warrant”) and (vi) up to 100,000 Ordinary Shares issuable upon exercise of  the Representative’s Warrant (the “Representative’s Warrant Shares”).  We understand that the Units to be issued together with the Long Term Incentive Warrants are to be sold to the underwriters for resale to the public as described in the Registration Statement and pursuant to an underwriting agreement to be entered into by and among the Company and the several underwriters substantially in the form to be filed as an exhibit to the Registration Statement (the “Underwriting Agreement”).  The Units, the Ordinary Shares underlying the Units, the Warrants, the Warrant Shares, the Representative’s Warrant and the Representative’s Warrant Shares shall be referred to herein collectively as the “Securities.”

In rendering the opinions expressed herein, we have examined the originals, or photocopies or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement on Form F-1, No. 333-201250 (the “Registration Statement”) filed by the Company with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, (the “Act”), as amended to date; (ii) a copy of the articles of association of the Company, as amended and as currently in effect; (iii) the articles of association of the Company to be in effect immediately prior to the consummation of the Offering (the “Amended Articles”); (iv) resolutions of the board of directors (the “Board”) and the shareholders of the Company that relate to the Registration Statement and the actions to be taken in connection with the Offering; and (v) 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 to factual matters 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 reproduced or certified 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 and to the assumptions, qualifications and limitations set forth herein, we are of the opinion that the Securities have been duly authorized for issuance by all necessary corporate action by the Company, and upon effectiveness of the Amended Articles and payment to the Company of the consideration per Unit issued together with the Long Term Incentive Warrants in such amount and form as shall be determined by the Board or a committee thereof, and when issued and sold by the Company in the Offering in accordance with and in the manner described in the Registration Statement (as amended and supplemented through the date of issuance) and the Underwriting Agreement, and with respect to the Warrant Shares and Representative’s Warrant Shares, when issued and sold by the Company and paid for in accordance with the terms of the applicable Warrants and Representative’s Warrant, respectively, the Securities will be validly issued, fully paid and non-assessable.

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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 hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to the reference to our firm under the caption “Legal Matters” in the prospectus constituting part of such Registration Statement.  In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated thereunder.

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/ Fischer Behar Chen Well Orion & Co.

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