EX-5.1 2 ny20004777x1_ex5-1.htm EXHIBIT 5.1
Exhibit 5.1

    TEL AVIV
    ZURICH
    WWW.GOLDFARB.COM
   Ampa Tower, 98 Yigal Alon St.
   14 Mittelstrasse
  
   Tel Aviv 6789141, Israel
   Zurich 8008, Switzerland
  
   Tel +972 (3) 608-9999
   Tel +41 (44) 818 08 00
  
   Fax +972 (3) 608-9909
   Fax +41 (44) 818 08 01
  
    INFO@GOLDFARB.COM
    ZURICH@GOLDFARB.COM
  

 
July 20, 2022
   
Pagaya Technologies Ltd.
Azrieli Sarona Bldg, 54th Floor
121 Derech Menachem Begin
Tel-Aviv 6701203, Israel
  
   
Ladies and Gentlemen:

We have acted as Israeli counsel to Pagaya Technologies Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection with the registration statement on Form F-1 of the Company (the “Registration Statement”) being filed on or about the date hereof with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933, as amended (the “Securities Act”), registering (i) up to 46,100,020 Class A Ordinary Shares of the Company, no par value (“Class A Ordinary Shares”), including the Class A Ordinary Shares that may be issued upon exercise of the Warrants (as defined in the prospectus that is a part of the Registration Statement (the “Prospectus”)) to purchase Class A Ordinary Shares (the “Warrant Shares”), and (ii) the offer and sale, from time to time, by the selling securityholders identified in the Prospectus, or their permitted transferees, of up to 672,960,735 Class A Ordinary Shares (including (A) the Warrant Shares, and (B) the Class A Ordinary Shares issuable upon conversion of Class B Ordinary Shares of the Company, no par value (the “Conversion Shares”)). The Registration Statement is being filed by the Company in connection with (i) the Agreement and Plan of Merger, dated as of September 15, 2021, by and among the Company, Rigel Merger Sub Inc. and EJF Acquisition Corp. (the “Merger Agreement”), (ii) the Amended and Restated Registration Rights Agreement dated as of June 22, 2022 (the “Registration Rights Agreement”), by and among the Company, EJF Acquisition Corp. and certain securityholders of the Company, and (iii) subscription agreements entered into by the Company and certain PIPE investors (the “PIPE Subscription Agreements”).

This opinion is being rendered pursuant to Item 8(a) of Form F-1 promulgated under the Securities Act and Items 601(b)(5) and (b)(23) of Regulation S-K promulgated by the Commission, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the issuance of the Class A Ordinary Shares, the Warrant Shares and the Conversion Shares.

In connection herewith, we have examined the originals, or photocopies or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement filed by the Company with the Commission and to which this opinion is attached as an exhibit; (ii) the Amended and Restated Articles of Association of the Company, as currently in effect; (iii) the Merger Agreement, the Registration Rights Agreement and the PIPE Subscription Agreements; (iv) resolutions of the board of directors of the Company and the shareholders of the Company which relate to the Registration Statement and to the consummation of the transactions contemplated by the Merger Agreement, the Registration Rights Agreement and the PIPE Subscription Agreements, and other actions to be taken in connection therewith; and (v) 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 relevant and necessary as a basis for the opinions hereafter set forth. We have also made inquiries of such officers as we have deemed relevant and necessary as a basis for the opinions hereafter set forth.

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In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, confirmed as photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to the opinion set forth below that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that (i) the Class A Ordinary Shares (other than the Warrant Shares) being registered under the Registration Statement have been duly authorized and, and upon receipt by the Company of the consideration for the issuance of the Class A Ordinary Shares, will be validly issued, fully paid and non-assessable, (ii) the Warrant Shares being registered under the Registration Statement have been duly authorized and, when issued and sold by the Company and delivered by the Company against receipt of the exercise price therefor pursuant to the terms of the Warrants, in accordance with and in the manner described in the Registration Statement, will be validly issued, fully paid and non-assessable, and (iii) the Conversion Shares being registered under the Registration Statement have been duly authorized and, when issued and sold by the Company and delivered by the Company upon conversion of the Class B Ordinary Shares, in accordance with and in the manner described in the Registration Statement, will be validly issued, fully paid and non-assessable.

We are members of the Israel Bar and we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws of the State of Israel.

The opinions set forth in this letter are effective as of the date hereof. We do not undertake to advise you of any changes in our opinions expressed herein resulting from matters that may arise after the date of this letter or that hereafter may be brought to our attention. We express no opinion other than as expressly set forth herein, and no opinion is implied or may be inferred beyond that expressly stated herein.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm in the sections entitled “Legal Matters” and “Enforceability of Civil Liabilities” in the Registration Statement and in the prospectus that forms a part thereof. This consent is not to be construed as an admission that we are a party whose consent is required to be filed as part of the Registration Statement under the provisions of the Securities Act.

 
Sincerely,
   
 
 /s/ Goldfarb Seligman & Co.
 
 
 Goldfarb Seligman & Co.