Document


NovoCure Limited Second Floor No. 4 The Forum Grenville Street St Helier Jersey JE2 4UF						D: +44 1534 504298
						E: simon.schilder@ogier.com

						Ref: SIS/JFX/MKW/165852.00024


						23 February 2023

NovoCure Limited (the Company) - Registration of Shares under the US Securities Act of 1933, as amended (the Securities Act) – share option plans

1.1 In connection with the Registration Statement on Form S-8 (as amended, the Registration Statement) filed by the Company today with the Securities and Exchange Commission pursuant to the Securities Act, you have asked us to furnish our opinion as to the legality of the securities being registered under the Registration Statement. The Registration Statement relates to the registration by the Company under the Securities Act of an aggregate of an additional 4,200,374 ordinary shares, no par value (the Shares), authorised for issuance pursuant to awards under the NovoCure Limited 2015 Omnibus Incentive Plan (the 2015 Plan).

1.2 In this opinion, "non-assessable" means, in relation to a Share, that the consideration for which the Company agreed to issue that Share has been paid in full to the Company, so that no further sum is payable to the Company by any holder of that Share in respect of the purchase price of that Share.


Ogier (Jersey) LLP 44 Esplanade St Helier Jersey JE4 9WG T +44 1534 514000 F +44 1534 514444 ogier.com			Partners Raulin Amy James Campbell Richard Daggett Simon Dinning Katrina Edge Sally Edwards Damian Evans Simon Felton			James Fox Josephine Howe Jonathan Hughes Niamh Lalor Edward Mackereth Bruce MacNeil Steven Meiklejohn Oliver Passmore			Nathan Powell Sophie Reguengo Daniel Richards Nicholas Williams


Registered as a limited liability partnership in Jersey. Registered number 99.			BLAW-42297803-1

2.1 For the purposes of giving this opinion, we have examined and relied upon such documents as we deem appropriate, including the following documents:

(d)a true copy of board minutes of a meeting of the board of directors of the Company held on 31 August 2015 at which the directors (among other things) approved or ratified the 2015 Plan and the allotment of the Shares thereunder;

(e)a true copy of board minutes of a meeting of the board of directors of the Company held on 22 February 2023 at which the directors approved or ratified the preparation and filing of the Registration Statement;

(g)a consent to issue shares dated 1 January 2017 issued to the Company by the Jersey Financial Services Commission (the Commission) under the Control of Borrowing (Jersey) Order 1958, as amended (COBO) (the Share COBO Consent);

(h)a consent to issue share options pursuant to the 2015 Plan dated 23 February 2016 issued to the Company by the Commission under COBO (together with the Share COBO Consent, the COBO Consent);

(i)a consent to circulate a prospectus dated 2 October 2015 issued to the Company by the Commission under the Companies (General Provisions) (Jersey) Order 2002, as amended (the GPO) (the 2015 GPO Consent);

(j)a consent to circulate a prospectus dated 23 February 2016 issued to the Company by the Commission under the GPO (together with the 2015 GPO Consent, the GPO Consent);

2.2 For the purposes of this opinion, we have, with the Company's consent, relied upon certificates and other assurances of directors and other officers of the Company as to matters of fact, without having independently verified such factual matters.

(a)the authenticity, accuracy, completeness and conformity to original documents of all copy documents and certificates of officers of the Company examined by us;

(b)that the signatures on all documents examined by us are the genuine signatures of persons authorised to execute or certify such documents;

(c)the accuracy and completeness in every respect of all certificates of directors or other officers of the Company given to us for the purposes of giving this Opinion and that (where relevant) such certificates would be accurate if they have been given as of the date hereof;

(e)that in approving the Company's entry into the 2015 Plan and the transactions contemplated by it, the directors of the Company were acting in the best interests of the Company and for a proper purpose;

(f)that words and phrases used in the Registration Statement have the same meaning and effect as they would if the Registration Statement were governed by Jersey law;

(h)that there is no provision of the law or regulation of any jurisdiction other than Jersey which would have any adverse implication in relation to the opinion expressed hereunder; and

As a matter of Jersey law, and on the basis of and subject to the foregoing and the qualifications below, we are of the following opinion:

(a)the obligations of the Company under, or in respect of, the Shares will be subject to any law from time to time in force relating to bankruptcy, insolvency, liquidation, reorganisation or administration or any other law or legal procedure affecting generally the enforcement of creditors' rights.

6.1 This Opinion shall be governed by and construed in accordance with the laws of Jersey and is limited to the matters expressly stated herein.

6.2 This Opinion is limited to matters of Jersey law and practice as at the date hereof and we have made no investigation and express no opinion with respect to the law or practice of any other jurisdiction.

6.3 We assume no obligation to advise you (to any other person who may rely on this Opinion in accordance with this paragraph), or undertake any investigations, as to any legal developments or factual matters arising after the date of the Opinion that might affect the opinions expressed herein.

6.4 We consent to the filing of a copy of this opinion as Exhibit 5.1 to the Registration Statement and to reference to us being made in the Registration Statement. In giving this consent, we do not admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated by the US Securities and Exchange Commission under the Securities Act.