EX-5.1 2 exhibit_5-1.htm EXHIBIT 5.1 exhibit_5-1.htm


Exhibit 5.1
 

YIGAL ARNON & CO.
LAW FIRM
1 Azrieli Center
Tel Aviv  67021
 
May 17, 2011   
 
Tower Semiconductor Ltd.
Ramat Gavriel Industrial Zone
Migdal Haemek
ISRAEL
 
Dear Sir and Madam:
 
 We have acted as Israeli counsel for Tower Semiconductor Ltd., a company organized under the laws of Israel (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) being filed by the Company under the Securities Act of 1933 for the purposes of registering 39,792,881 of its Ordinary Shares, par value New Israeli Shekel 1.00 per share that may be issued pursuant to options that have been, or may hereafter be, granted pursuant to the 2009 Employee Share Option Plan and the 2009 Chairman Share Incentive Plan (the “Plans”) (the “Option Shares”).
 
 On the basis of such investigation as we have deemed necessary, we are of the opinion that the Option Shares have been duly and validly authorized for issuance and, when issued upon due exercise of options granted or hereafter granted under the Plans in accordance with the provisions of the Plans and the related option agreements (including payment of the option exercise price provided for therein), will be fully paid and non-assessable.

We are members of the Israel 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 consent to the reference to this firm under the caption "Legal Matters" in the Registration Statement, and we consent to the filing of this opinion as an exhibit to the Registration Statement.
 
Sincerely,
 
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Yigal Arnon & Co.