EX-5.1 2 ea149645ex5-1_cellebrite.htm OPINION OF MEITAR | LAW OFFICES WITH RESPECT TO THE LEGALITY OF THE ORDINARY SHARES.

Exhibit 5.1

 

 

 

November 8, 2021

Cellebrite DI Ltd.
94 Shlomo Shmelzer Road
Petah Tikva 4970602, Israel
           

 

RE: Registration on Form S-8

 

Ladies and Gentlemen:

 

We have acted as Israeli counsel to Cellebrite DI Ltd., an Israeli company (the “Company”), in connection with its filing with the Securities and Exchange Commission of a registration statement on Form S-8 on or about November 3, 2021 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of, with respect to the Company’s ordinary shares, NIS 0.00001 par value per share (the “Ordinary Shares”): (i) the offer and sale of 55,876,177 Ordinary Shares (the “Primary Shares”), which may be issued upon the exercise of options or are reserved for issuance under the Cellebrite Mobile Synchronization Ltd. 2008 Share Option Plan (the “2008 Option Plan”), the Cellebrite Mobile Synchronization Ltd. 2019 Share Option Plan (the “2019 Option Plan”) and the Cellebrite DI Ltd. 2021 Share Incentive Plan (the “2021 Incentive Plan”) or are available for sale under the Cellebrite DI Ltd. 2021 Employee Share Purchase Plan (the “2021 ESPP”); and (ii) the reoffer and resale by the selling shareholders listed therein of 9,357,454 of the Company’s Ordinary Shares (the “Reoffer Prospectus Shares”), which were previously issued upon the exercise of options granted under the 2008 Option Plan and 2019 Option Plan or previously issued under restricted share, restricted share unit and other full value awards under the Cellebrite Mobile Synchronization Ltd. 2019 Restricted Share and Restricted Share Unit Plan (the “2019 RSU Plan” and collectively with the 2008 Option Plan, the 2019 Option Plan, the 2021 Incentive Plan and the 2021 ESPP, the “Plans”).

 

In our capacity as counsel to the Company, and in addition to reviewing the Registration Statement, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Company’s (i) Amended and Restated Articles of Association (the “Articles”), (ii) the Plans, (iii) resolutions of the Company’s board of directors and (iv) other statements of corporate officers and other representatives of the Company and other documents provided to us by the Company as we have deemed necessary or appropriate as a basis for this opinion. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as copies or facsimiles. As to any facts material to this opinion, to the extent that we did not independently establish relevant facts, we have relied on certificates of public officials and certificates of officers or other representatives of the Company. We have also assumed the truth of all facts communicated to us by the Company and that all consents, minutes and protocols of meetings of the Company’s board of directors, which have been provided to us, are true and accurate and prepared in accordance with the Company’s Articles and all applicable laws. In addition, we have assumed that the Company will receive the full consideration for the Primary Shares (which may consist, in part or in full, of services performed for the Company).

 

We are admitted to practice law in the State of Israel and the opinion expressed herein is expressly limited to the laws of the State of Israel.

 

On the basis of the foregoing, we are of the opinion that the Primary Shares being registered pursuant to the Registration Statement, when issued and paid for in accordance with the respective Plan, pursuant to agreements with respect to the respective Plan and, as the case may be, pursuant to the terms of the awards that have been or may be granted under the respective Plan, will be validly issued, fully paid and non-assessable, and that the Reoffer Prospectus Shares have been duly authorized and are validly issued, fully paid and non-assessable.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this opinion and such consent, we do not 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 Securities and Exchange Commission promulgated thereunder or Item 509 of 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/ Meitar | Law Offices