exhibit_5-2.htm

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:

Reference is made to the Registration Statement on Form F-1, No. 333-201250 (the “Registration Statement”) filed with the Securities and Exchange Commission by Check-Cap Ltd., an Israeli corporation (the “Company”), under the Securities Act of 1933, as amended (the “Act”), covering an underwritten public offering 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 of the Company, par value NIS 0.20 per share (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 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) up to 100,000 warrants issuable to the representative of the underwriters to purchase up to 100,000 Ordinary Shares (the “Representative’s Warrants”) and (vi) up to 100,000 Ordinary Shares issuable upon exercise of the Representative’s Warrants (the “Representative’s Warrant Shares”). We understand that the Units and 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”).

Check-Cap, Ltd.

February 12, 2015

Page 2

We have acted as United States securities counsel to the Company in connection with the sale of the Units and the Long Term Incentive Warrants and the registration of the Units, the Ordinary Shares, the Warrants, the Warrant Shares, the Representative’s Warrants and the Representative’s Warrant Shares. In such capacity, we have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion set forth below. With respect to such examination, we have assumed the genuineness of all signatures, 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 those latter documents. As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officers of the Company. Because the agreement governing the Warrants (the “Warrant Agreement”), the Warrants, the Units and the Representative’s Warrants contain provisions stating that they are to be governed by the laws of the State of New York, we are rendering this opinion as to New York law. We are admitted to practice in the State of New York, and we express no opinion as to any matters governed by any law other than the law of the State of New York. In particular, we do not purport to pass on any matter governed by the laws of Israel.

Based on the foregoing, we are of the opinion that Warrant Agreement, and each of the Warrants, the Units and the Representative’s Warrants, if and when issued and paid for in accordance with the terms of the Underwriting Agreement and the Warrant Agreement, will be valid and binding obligations of the Company.

In addition, the foregoing opinions are qualified to the extent that (a) enforceability may be limited by and be subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law (including, without limitation, concepts of notice and materiality), and by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ and debtors’ rights generally (including, without limitation, any state or federal law in respect of fraudulent transfers); and (b) no opinion is expressed herein as to compliance with or the effect of federal or state securities or blue sky laws.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and any abbreviated registration statements relating thereto that may be filed to register additional securities identical to those covered by the Registration Statement (including a registration statement filed pursuant to Rule 462(b) under the Act), 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.

Very truly yours,

/s/ Loeb & Loeb, LLP