Exhibit 5.1

 

 

Tel Aviv | February 12, 2021

Enlivex Therapeutics Ltd.

14 Einstein Street

Nes Ziona

Israel 7403618

Dear Sir and Madam:

We have acted as Israeli counsel to Enlivex Therapeutics Ltd., (the “Company”) in connection with (i) the issuance and sale of an aggregate of 2,296,107 Ordinary Shares, NIS 0.40 par value per share, of the Company (the "Public Offering Securities"), pursuant to the terms of an Amended and Restated Underwriting Agreement dated February 9, 2021 (the “Underwriting Agreement”) by and between the Company and H.C. Wainwright & Co., LLC (the “Underwriter”). The Public Offering Securities will be issued pursuant to a registration statement on Form F-3 (Registration Statement No. 333-232009) (the “Prior Registration Statement”) and a post-effective amendment to Form F-3 on Form F-3MEF (Registration No. 333-252926) (the “New Registration Statement” and together with the Prior Registration Statement, the “Registration Statement”), each of which was filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and the prospectus supplement dated February 10, 2021, filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Securities Act.

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

 

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 the ordinary shares underlying the Public Offering Securities to be sold to the Underwriters as described in the Registration Statement and the Prospectus Supplement, have been duly authorized and have been, or upon delivery of the Public Offering Securities and payment therefor in accordance with the Underwriting Agreement, will be, validly 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 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 February 12, 2021, 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

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