EX-99 2 exhibit_5-1.htm OPINION OF YIGAL ARNON & CO.

Exhibit 5.1

 
Tel Aviv | May 28, 2020
 
BioLineRx Ltd.
2 Hamayan Street
Modi’in Technology Park
Modi’in 7177871
Israel
 
Re:        BioLineRx Ltd. — 5,142,859 ADSs American Depositary Shares Representing
77,142,885 Ordinary Shares

Dear Sir and Madam:
 
We have acted as Israeli counsel to BioLineRx Ltd., (the “Company”) in connection with that certain securities purchase agreement dated May 26, 2020, between the Company and the purchasers signatory thereto (the “Agreement”), with respect to the offering, issuance and sale (the “Offering”) by the Company of 5,142,859 American Depositary Shares (“ADSs” such number of ADSs issued and sold in the Offering, the “Offering ADSs”), each representing fifteen ordinary shares, NIS 0.10 par value per share, of the Company (the “Ordinary Shares” and, such number of Ordinary Shares underlying the Offering ADSs, the “Offering Shares”). The Offering ADSs and the Offering Shares are being issued pursuant to a registration statement on Form F-3 (Registration Statement No. 333-222332) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), including the prospectus dated January 19, 2019, and the prospectus supplement dated May 26, 2020 and any related prospectus or prospectuses, if any.
 
As counsel to the Company in Israel, we have examined copies of the Articles of Association of the Company currently in effect, 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.
 
Based on the foregoing, we advise you that in our opinion (i), all action on the part of the Company, its directors and its shareholders necessary for the due authorization and valid issuance, sale and delivery of the Offering ADSs and Offering Shares pursuant to the Agreement has been duly taken, and (ii) the Offering Shares have been duly authorized and validly issued and are fully paid and nonassessable.
 
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 hereby consent to the use of this opinion as Exhibit 5.1 to the Company’s Report on Form 6-K to be filed with the Commission on May 28, 2020, which will be incorporated by reference in the Registration Statement, and to the reference to us under the caption “Legal Matters” in the prospectus included in the Registration Statement.  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 thereunder.

 
Sincerely,
/s/ Yigal Arnon & Co.
Yigal Arnon & Co.

1 Azrieli Center, Tel Aviv, 6702101 | Phone: +972-3-6087777  | Fax: +972-3-6087724
31 Hillel Street, Jerusalem, 9458131 | Phone: +972-2-6239239  | Fax: +972-2-6239233
www.arnon.co.il | info@arnon.co.il