EX-5.1 2 qnrx-20220930xex5d1.htm EX-5.1

Exhibit 5.1

Graphic

Yehoshua Horesh

Gilad Katz

Adam Levitan

Ela Ullmann

Tair Ben-Zeev

Alex Hertman

Yaron Lestrel

Ori Oz

Eran Hengaly

Ella Braham

Tal Band

Amir Assali

Hadar Ben-Simon

Sofia Tabachi

Maya Ganor

Asher Heled

Noam Zamir

Tammy Riesenberg

Tomer Tzror

Almog Gersh

Ehud Arzi

Gitit Levin Grinberg

Sezi Cohen-Pavon

Gal Kelner

Aia Diab

Aharon (Anthony) Bloch

Michal Levanon-Porat

Rina Sharon

Yehuda Robbins

Noy Vaida

Avi Ordo

Ruthy Bodovich-Sagir

Ori Bustanai

David Tirosh

Bar Zamir

Avigail Kastiel

Keith Shaw

Shira Revivo

Dan Tirosh

Tal Habas

Amir Caspari

Yair Ziv

Tom Derman

Eden Halpert

Yahel Cohen

Clifford Davis

Meital Malkiel Wertheim

Dorit Hamberg Guzansky

Bat Chen Avrutsky

Yuval Nir

Eliya Zunz Koller

Tomer Scheuerman

Ron Libson

Bar Olmert

Erez Oded

Michelle Liberman

Avner Itzhaki

Israel Klein

Intissar Zubiedat

Hadar Assis

Hagai Doron

Moti Saban

Nir Shaaltiel

Lior Pollak

David Frug

Ran Vogel

Nicolas Gips

Atalya Shitrit

Natalie Rasin

Assaf Koren

Benjamin Sheffer

Amit Becher

Ira Hardy

Noa Shmueli

Assaf Kshatot Stein

Mordehay Malca

Yael Rosenberg-Rubin

Shani Strul

Shoham Raz

Noga Rubinstein

Leor Nouman

Hagar Pines Ginzburg

Or Pi-Ell

Renen Baranovizh

Or Edri

Elisha Shor

Caroline Walsh

Eti Wissotzky-Cohen

Hila Granot

Dana Shemer Muchtar

Orit Yolles-Dabby

Leor Meller

Lance Blumenthal

Eden Weiss

Inbar Assaraf

Eyal Doron

Adi Hoffman

Tal Wax

Snier Hadad

Tamuz Ehrenberg

Dr. Asaf Rentsler

Ronny Politi

Bar Yamin

Or Cohen

Roni Gal On

Amit Steinman

Miriam Zaltsman

Noa Lavian Borovski

Ora Cohen

Sam Yermiyahu

Pnina Sheffer Emmanuel

Adi Shlomo

David Silber

Yamit Cohen

Zofit Cohen

Ronen Brumer

Marina Roizer

Daniel Ovadia

Sagi Lapid

Yuval Maor

Guy Firer

Ilan Golod

Liat Yahalom

Matan Kadosh

Mye Elnir

Dovev Apel

Aviv Halperin

Michal Abramovich

Tal Shabo

Chen Goldstein Ben Yosef

Ofir Pozner

Moshe Zilberberg

Itamar Amitai

Tali Levy

Eran Bezalel

Chen Zaefen

Sharon Danieli

Julieta Taicher

Ophir Kaplan

Katia Leokumovich

Noga Hantis Oshaya

Or Schaffer

Noam Blei

Ofer Kovacs

Nathaniel Lavi

Amitai Gimani

Ohad Ben-Yehuda

Gilad Gafni

Avi Sarvianski

Shir Golan

Uriel Prinz

Gili Regev

Natalie Reznik

Ori Livnat

Moran Katz

Bari Kursh

Yoav Schmidt

Zohar Malul

Lior Mimon

Zohar Kasulin-Boneh

Yarden Enacab

Lior Shmueli

Shay Gimelstein

Meytal Barak

Rivka Ariel

Or Shinar

Hugh Kowarsky, of Counsel

Noa Glazer-Becher

Zahi Lev

Stav Ben Hamo

Ifat Luttinger

Phillip Waldoks, of Counsel

Ran Feldman

Michal Gonen

Noa Dvir Bar-Tur

Lilach Michelstein

Prof. Amir H. Khoury, of Counsel

Perah Rossler

Ravit Kotek

Liat Mayoni

Stav Swisa

Evyatar Azulay

Avigail Volinsky

Maya Isbi

Michael Azulay

Guy Wertheim

Lital Faragi

Tal Sticker

Shirel Izbicki

Shlomi Delgo

Liraz Zehavi

Yaron Dagan

Shani Bechochma

Dr. Amnon Goldenberg (1935 - 2005)

Ruth Oren (1926 - 2016)

To:

Quoin Pharmaceuticals Ltd.

February 8, 2023

Ref: Q/13/1

Ladies and Gentlemen,

Re:

Registration Statement on Form S-1

We have acted as Israeli counsel to Quoin Pharmaceuticals Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection with the registration statement on Form S-1 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) on the date hereof under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the issuance and sale (the “Offering”) of up to 45,871,555,000 ordinary shares, no par value, of the Company (“Ordinary Shares”) represented by up to 9,174,311 American Depositary Shares (“ADSs”) and/or pre-funded warrants to purchase up to 45,871,555,000 Ordinary Shares represented by up to 9,174,311 ADSs (the “Pre-Funded Warrants”), and warrants to purchase up to 45,871,555,000 Ordinary Shares represented by up to 9,174,311 ADSs (the “Common Warrants” and together with the Pre-Funded Warrants, the “Warrants”), pursuant to a certain securities purchase agreement by and between the Company and each of the purchasers thereof (the “Purchase Agreement”).

31 Ahad Ha’am Street

T. +972 (0)3 567 0700

s-horowitz.com

Tel Aviv 6520204, Israel

F. +972 (0)3 566 0974


Untitled

This opinion letter is furnished to you at your request in order to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K in connection with the Registration Statement.

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Untitled

In connection therewith, we have examined and relied upon copies (which we have assumed, in each case, to be true, complete, in effect and up-to-date copies of the originals thereof) of (i) the Registration Statement, (ii) the Company’s amended and restated articles of association, as currently in effect (the “Articles”), (iii) the resolutions adopted by the board of directors of the Company (the “Board”) effective February 2, 2023 ( the “Resolutions”), and (iv) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers of the Company as we have deemed necessary and appropriate as a basis for the opinion set forth below.

In respect to the Resolutions provided to us by the Company, we assume that they (i) are a true, correct, complete and up-to-date record of the matters described therein; (ii) were signed by all of the directors of the Company who at the date of such Resolutions would have been entitled to attend and vote at a meeting of the Board; and (iii) have not been amended, revoked or rescinded and will remain in full force and effect in all respects and that no other resolutions have been passed or other action taken on or prior to the date of this letter which could affect the validity of such Resolutions.

In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the conformity to original documents of all documents submitted to us as copies, and the authenticity of the originals of such copies. We have also assumed the due authorization (other than by the Company in respect of the Warrants and the Purchase Agreement) by all requisite action, corporate or other, and execution and delivery by all the parties to such documents (including the Warrants and the Purchase Agreement) and the validity and binding effect of all such documents on the parties thereto. As to all questions of fact material to the opinion set forth below, we have relied upon certificates or comparable documents of officers and representatives of the Company, without independently verifying the accuracy of such certificates, documents, records or instruments.  In making the examination of such documents, we have assumed that the parties thereto (other than in respect of the Warrants and the Purchase Agreement, the Company) had or will have the power, corporate or other, to enter into and perform all obligations thereunder.

We have also assumed that upon the actual issuance of any Ordinary Shares: (i) represented by ADSs, when issued and sold in the Offering as described in the Registration Statement and the prospectus; (ii) represented by ADSs issuable upon the exercise of the Warrants; and (iii) registered under the Registration Statement, the total number of Ordinary Shares issued will not exceed the total number of Ordinary Shares that the Company is then authorized to issue under its amended and restated articles of association.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that upon: (i) payment to the Company of the consideration per ADS in such amount and form as has been determined by the Board, the Ordinary Shares represented by ADSs, when issued and sold in the Offering as described in the Registration Statement and the prospectus, will be duly authorized, validly issued, fully paid and non-assessable; and (ii) the exercise of the Warrants in accordance with their respective terms and upon receipt by the Company of the applicable consideration therefor, the Ordinary Shares represented by ADSs issuable upon the exercise of the Warrants, when issued as aforesaid, will be validly issued, fully paid and non-assessable.

Members of our firm are admitted to the Bar in the State of Israel, this opinion is limited to the laws of the State of Israel in force as at the date hereof and we do not express any opinion as to the laws of any other jurisdiction. This opinion is strictly limited to the matters stated herein and is not to be read as extending by implication to any other matter in connection with the Registration Statement or otherwise.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to our firm appearing under the caption “Legal Matters” in the prospectus forming part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

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Untitled

This opinion letter is rendered as of the date hereof, including facts, laws, rules and regulations as existing or in effect on 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 date hereof that may alter, affect or modify the opinion expressed herein.

Very truly yours,

/s/ S. Horowitz & Co.

S. Horowitz & Co.

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