EX-5.2 9 ea020698901ex5-2_enlivex.htm OPINION OF GREENBERG TRAURIG, LLP

Exhibit 5.2

 

 

May 29, 2024

 

Enlivex Therapeutics Ltd.

14 Einstein Street

Nes Ziona, Israel 7403618

 

Re: Enlivex Therapeutics Ltd.

 

Ladies and Gentlemen:

 

We have acted as legal counsel for Enlivex Therapeutics Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection with the Company’s registration of Series A placement agent warrants to purchase up to an aggregate of 125,000 ordinary shares, NIS 0.40 per share, of the Company (“ordinary shares”), and Series B placement agent warrants to purchase up to an aggregate of 125,000 ordinary shares (collectively, the “Placement Agent Warrants”) issued to H.C. Wainwright & Co., LLC (the “Placement Agent”), pursuant to an engagement agreement between the Company and the Placement Agent (the “Engagement Agreement”), and the Company’s registration of pre-funded warrants to purchase up to 1,511,429 ordinary shares (the “Pre-Funded Warrants”), Series A Warrants to purchase up to 3,571,429 ordinary shares (the “Series A Warrants”), and Series B Warrants to purchase up to 3,571,429 ordinary shares (the “Series B Warrants”, and together with the Pre-Funded Warrants and Series A Warrants, the “Investor Warrants” and together with the Placement Agent Warrants, the “Warrants”) issued to a certain investor (the “Investor”) pursuant to a securities purchase agreement, dated as of May 27, 2024, by and between the Company and the Investor (the “Securities Purchase Agreement”), under the Company’s registration statement on Form F-3 (File No. 333-264561) filed with the Securities and Exchange Commission (the “Commission”) on April 29, 2022 pursuant to the provisions of the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of securities to be issued from time to time by the Company (the “Registration Statement”), the base prospectus included in the Registration Statement and the prospectus supplement dated May 27, 2024, as filed with the Commission pursuant to Rule 424 of the rules and regulations of the Commission promulgated under the Securities Act (the “Prospectus Supplement”), relating to the offer and sale of the Warrants and the offer and sale to the Investor of 2,060,000 ordinary shares pursuant to the Securities Purchase Agreement.

 

 

 

 

Enlivex Therapeutics Ltd.

May 29, 2024

Page 2

 

In connection with our representation of the Company, and as a basis for the opinions hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following (collectively, the “Documents”):

 

(1)the Registration Statement;

 

(2)the Prospectus Supplement, in the form transmitted to the Commission for filing on May 29, 2024 pursuant to Rule 424(b)(5) under the Securities Act;

 

(3)the Engagement Agreement;

 

(4)the Placement Agent Warrants, forms of which have been filed as exhibits to a report on Form 6-K filed with the Commission on the date hereof;

 

(5)the Securities Purchase Agreement, which has been filed as an exhibit to a report on Form 6-K filed with the Commission on the date hereof;

 

(6)the Investor Warrants, forms of which have been filed as exhibits to a report on Form 6-K filed with the Commission on the date hereof;

 

(7)an English translation of the Company’s Articles of Association, as amended to the date hereof; and

 

(8)such other documents and records and other certificates and instruments and matters of law as we have deemed necessary or appropriate to express the opinions set forth below, in each case subject to the assumptions, limitations and qualifications stated herein.

 

In rendering the opinions set forth below, we have assumed without investigation the following: (i) the genuineness of all signatures and the authenticity of all Documents submitted to us as originals, the conformity to authentic original documents of all Documents submitted to us as copies and the veracity of the Documents; (ii) each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so; (iii) the due authorization, adoption, approval, execution and delivery by all parties thereto of the Documents; (iv) each of the parties executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory; and (v) the obligations of each party set forth in the Documents are valid and binding obligations of such party and are enforceable against such party in accordance with all stated terms (other than the Company’s obligations under the Warrants, to the extent set forth in our opinion below).

 

As to matters of fact material to this opinion, we have relied to the extent we deemed reasonably appropriate upon representations or certificates of officers or directors of the Company, without independently verifying the accuracy of such documents, records and instruments.

 

 

 

 

Enlivex Therapeutics Ltd.

May 29, 2024

Page 3

 

In connection with the issuance of the Warrants, we have assumed further that (i) at the time of execution, countersignature, issuance and delivery of the Warrants, the Warrants had been duly authorized, executed and delivered by the Company, and (ii) the execution, delivery and performance by the Company of the Warrants will not violate the laws of any jurisdiction (provided that as to the federal laws of the United States and the laws of the State of New York we make no such assumption).

 

Based upon and subject to the foregoing, and subject to the assumptions, limitations and qualifications stated herein, we are of the opinion that assuming (i) the taking of all necessary corporate action by the Company’s board of directors to approve the execution and delivery of the Warrants, (ii) the due execution, countersignature, issuance and delivery of the Placement Agent Warrants pursuant to the terms of the Engagement Agreement and (iii) the due execution, countersignature, issuance and delivery of the Investor Warrants pursuant to the terms of the Securities Purchase Agreement, the Warrants constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

 

The opinions set forth above are subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws now or hereafter in effect relating to or affecting creditors’ rights generally, (ii) the effects of general equitable principles, whether enforcement is considered in a proceeding in equity or law, (iii) an implied covenant of good faith and fair dealing, (iv) the discretion of the court before which any proceeding for enforcement may be brought and (v) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to the public policy.

 

This opinion letter is limited to the matters stated herein, and no opinions may be implied or inferred beyond the matters expressly stated herein. The opinions expressed herein are as of the date hereof, and we assume no obligation to update or supplement such opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. We do not express any opinion herein concerning any law other than the laws of the State of New York and the federal laws of the United States.

 

This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Report on Form 6-K relating to the issuance of the Warrants (the “Report”), which is incorporated by reference in the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Report and such incorporation by reference into the Registration Statement, of which the Prospectus Supplement forms a part, and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

 

  Very truly yours,
   
  /s/ Greenberg Traurig, LLP
   
  GREENBERG TRAURIG, LLP