Modi’in Technology Park
2 HaMa’ayan Street
Modi’in 7177871, Israel
Ladies and Gentlemen:
We have acted as Israeli counsel for BioLineRx Ltd., an Israeli corporation (“BioLine”), in connection with the preparation and filing with the United States Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), of its Registration Statement on Form F-3 (the “Registration Statement”). The Registration Statement relates to the sale from time to time of (i) American Depositary Shares (“ADSs”), each representing one ordinary share, par value NIS 0.01 per share, of BioLine (the “Ordinary Shares”), (ii) debt securities (the “Debt Securities”), which may be issued pursuant to an indenture, dated as of August 9, 2012 executed by BioLine and The Bank of New York Mellon, as trustee (the “Indenture”), (iii) warrants (the “Warrants”) to purchase ADSs of Bioline, which will be issued under one or more warrant agreements (each a “Warrant Agreement”) between BioLine and a warrant agent (the “Warrant Agent”); and (iv)
units (the “Units”) consisting of one or more Warrants, Debt Securities, Ordinary Shares, ADSs, or any combination of such securities, which will be issued under one or more unit agreements (each a “Unit Agreement”) between BioLine and a unit agent (the “Unit Agent”). The ADS’s, Ordinary Shares, Debt Securities, Warrants and Units are collectively referred herein as the “Offered Securities.”
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.
For purposes of the opinions hereinafter expressed, we have examined originals or copies, certified and otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary as a basis for the opinions expressed herein. Insofar as the opinions expressed herein involve factual matters, we have relied (without independent factual investigation), to the extent we deemed proper or necessary, upon certificates of, and other communications with, officers and employees of BioLine and upon certificates of public officials. We have also considered such questions of Israeli law as we have deemed relevant and necessary as a basis for the opinions hereinafter expressed. In making our examination, we have assumed the genuineness of all signatures, the legal capacity of 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, photostatic or facsimile copies and the authenticity of the originals of such copies.
We also have assumed that: (1) at the time of execution, authentication, issuance and delivery of each series of Debt Securities, the Indenture will be the valid and legally binding obligation of the Trustee, enforceable against such party in accordance with its terms; (2) at the time of execution, issuance and delivery of any Warrants, the related Warrant Agreement will be the valid and legally binding obligation of the Warrant Agent, enforceable against such party in accordance with its terms; and (3) at the time of the execution, issuance and delivery of the Units, the related Unit Agreement will be the valid and legally binding obligation of the Unit Agent, enforceable against such party in accordance with its terms.
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