EX-5.1 3 ff12017a1ex5-1_cellectbio.htm OPINION OF DORON, TIKOTZKY, KANTOR, GUTMAN & AMIT GROSS., ISRAELI COUNSEL TO THE REGISTRANT

Exhibit 5.1

 

Yaron Tikotzky, Adv. (CPA)*

Eli Doron, Adv. & Notary

Ronen Kantor, Adv.

Amit Gross, Adv. & Notary

Giora Gutman, Adv.

Rachel (Goren) Cavallero, Adv.

Gil Mor, Adv. & Notary**

Sharon Fishman, Adv. & Notary

Moti Hoffman, Adv. & Notary

Efrat Hamami, Adv.

Tamir Kalderon, Adv.

Asaf Gershgoren, Adv. & economist

Efi Ohana, Adv.& economist

Asaf Hofman, Adv & economist.

Ron Soulema, Adv.

Moti Philip, Adv.

Sagiv Bar Shalom, Adv.

Ori Perel, Adv.

 

 

 

 

 

 

 

 

 

To: Cellect Biotechnology Ltd.

23 HaTa'as St.

Kfar Saba 4442525 Israel

 

Bnei Brak, February 6, 2018

David Rozen, Adv.

Israel Mark, Adv.

Amir Bar Dayan, Adv.

Sandrine Dray, Adv. & Notary***

Nahi Hamud, Adv.

Shmulik Cohen, Adv.

Yair Messalem, Adv.

Maayan Peled, Adv.

Igal Rosenberg, Adv.

Gili Yasu, Adv. & Notary

Tmoora Detsch Kaufman, Adv.

Lilach Cohen-Shamir, Adv.

Orly Pharan, Adv.

Rotem Nissim, Adv.

Orit Peper, Adv.

Rivka Mangoni, Adv.

Israel Asaraf, Adv. & Notary

Jossef Prins, Adv.

Shay Almakies, Adv.& Notary

Yael Porat Kotzer, Adv.

Gali Ganoni, Adv.

Hadas Garoosi Wolfsthal, Adv.

Odelia Cohen-Schondorf, Adv.

Hasan Hasan, Adv.

Yana Shapiro Orbach, Adv.

Ronit Rabinovich, Adv.

Nidal Siaga, Adv.

Avi Cohen, Adv.

Amit Moshe Cohen, Adv.

Sonny Knaz, Adv.

Bat-El Ovadia, Adv.

Aharon Eitan, Adv.

Rania Elime, Adv.

Sivan Kaufman, Adv.

Mor Rozenson, Adv.

Iris Borcom, Adv.

Inbal Naim, Adv.

Sivan Feldhamer, Adv.

Meital Graff, Adv.

Amir Keren, Adv.

Ariel Regev, Adv.

Michal Zamir-Polani, Adv.

Inbal Harel Gershon, Adv.

Shirli Rahmani, Adv.

Omer Katzir, Adv. & economist

Hezi-Nir Sidon, Adv.

Hadar Weizner, Adv.& economist

Yaniv Levi, Adv.

Noy Keren, Adv.

Avi Kababgian., Adv.

Or Yahal Asbag, Adv.

Eli Kulas. Adv. Notary & Mediator- Counselor

Jan Robinsohn,M.Jur. Adv. & Notary - Counselor ****

Giora Amir, Adv. Notary- Counselor 

 

Ladies and Gentlemen,

 

Re: REGISTRATION STATEMENT ON FORM F-1

 

We have acted as Israeli counsel to Cellect Biotechnology Ltd. (the “Company”), a company organized under the laws of the State of Israel. As such, we have participated in the preparation of the Company’s registration statement on Form F-1 (the “Registration Statement”) relating to the registration under the United States Securities Act of 1933, as amended, of the offering for resale by the selling shareholders listed therein of up to an aggregate of 11,279,380 ordinary shares, no par value of the Company (the “Ordinary Shares”) consisting of (i) 5,311,360 Ordinary Shares represented by 265,568 American Depositary Shares (“ADSs”) upon the exercise of investor warrants originally issued in a private placement in September 2017 (the “September 2017 Investor Warrants”), (ii) 149,840 Ordinary Shares represented by 7,492 ADSs issuable upon the exercise of placement agent warrants issued in connection with the private placement in September, 2017 (the “September 2017 Placement Agent Warrants”); (iii) 5,333,340 Ordinary Shares represented by 266,667 ADSs issuable upon the exercise of investor warrants issued in a private placement in January 2018 (the “January 2018 Investor Warrants” and together with the September 2017 Investor Warrants, the “Investor Warrants”), and (iv) 484,840 Ordinary Shares represented by 24,242 ADSs issuable upon the exercise of private placement warrants issued in connection with the private placement in January 2018 (the “January 2018 Placement Agent Warrants” and together with the September 2017 Placement Agent Warrants, the “Placement Agent Warrants”).

 

As counsel to the Company in Israel, we have examined copies of the Articles of Association, as amended, of the Company and such corporate records, instruments, and other documents relating to the Company and such matters of law as we have considered 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, and the conformity to authentic originals of all documents submitted to us as copies.

 

*Member of the New York State Bar

**Member of the Law Society in

England & Wales
*** Accredited by the consulate of France

****Honorary Consul Of The Republic Of Poland(ret.)

 

mail@dtkgglaw.com

www.dtkgglaw .com

www.dt-law.co.il

 

Haifa & Northern : 7 Palyam Blvd. Haifa,

(Phoenix House) 7th Floor, 3309510

Tel. +972-4-8147500 | Fax 972-4-8555976

Banking & Collection, 6th Floor

Tel. 972-4-8353700 | Fax 972-4-8702477

ROMANIA: 7 Franklin, 1st District, Bucharest

CYPRUS: 9 Zenonos Kitieos St., 2406 Engomi, Nicosia 

Central : B.S.R. Tower 4, 33th Floor,

7 Metsada St. Bnei Brak, 5126112

Tel. 972-3-6109100 | Fax +972-3-6127449

Tel. 972-3-6133371 | Fax +972-3-6133372

Tel. 972-3-7940700 | Fax +972-3-7467470

SRFK Manhattan, New York, Broadway 61, NY 10006 

 

 

 

Based on the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that the Ordinary Shares underlying the Investor Warrants and Placement Agent Warrants, when paid for and issued pursuant to the terms of the applicable warrants, will be duly authorized, legally issued, fully paid and non-assessable.

 

We are members of the Israeli bar, and the opinions expressed herein are limited to questions arising under the laws of the State of Israel, and we disclaim any opinion whatsoever with respect to matters governed by the laws of any other jurisdiction.

 

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Registration Statement under the caption “Legal Matters”. 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/ Doron Tikotzky Kantor Gutman & Amit Gross  
     

Advocates & Notaries