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Oddity Tech Ltd. – ‘F-1’ on 3/12/24 – ‘EX-5.1’

On:  Tuesday, 3/12/24, at 4:11pm ET   ·   Accession #:  1104659-24-33463   ·   File #:  333-277850

Previous ‘F-1’:  ‘F-1/A’ on 7/17/23   ·   Latest ‘F-1’:  This Filing   ·   4 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/12/24  Oddity Tech Ltd.                  F-1                   93:21M                                    Toppan Merrill/FA

Registration Statement by a Foreign Issuer   —   Form F-1

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-1         Registration Statement by a Foreign Issuer          HTML   3.91M 
 2: EX-1.1      Underwriting Agreement or Conflict Minerals Report  HTML    315K 
 3: EX-5.1      Opinion of Counsel re: Legality                     HTML     32K 
 4: EX-23.1     Consent of Expert or Counsel                        HTML     26K 
 5: EX-FILING FEES  Filing Fees                                     HTML     35K 
11: R1          Document and Entity Information                     HTML     36K 
12: R2          Consolidated Balance Sheets                         HTML    150K 
13: R3          Consolidated Balance Sheets (Parentheticals)        HTML     52K 
14: R4          Consolidated Statements of Income                   HTML     86K 
15: R5          Consolidated Statements of Comprehensive Income     HTML     48K 
16: R6          Statements of Redeemable A Shares and               HTML    134K 
                Shareholders' Equity                                             
17: R7          Consolidated Statements of Cash Flows               HTML    141K 
18: R8          General                                             HTML     31K 
19: R9          Significant Accounting Policies                     HTML    125K 
20: R10         Acquisitions                                        HTML     38K 
21: R11         Cash and Cash Equivalents, Restricted Cash,         HTML    101K 
                Short-Term Deposits and Marketable Securities                    
22: R12         Fair Value Measurement                              HTML     77K 
23: R13         Inventory                                           HTML     37K 
24: R14         Property, Plant and Equipment                       HTML     46K 
25: R15         Goodwill and Other Intangible Assets, Net           HTML     87K 
26: R16         Other Accounts Payable and Accrued Expenses         HTML     40K 
27: R17         Loans                                               HTML     32K 
28: R18         Contingencies                                       HTML     29K 
29: R19         Leases                                              HTML     63K 
30: R20         Shareholders' Equity                                HTML    113K 
31: R21         Earnings Per Share                                  HTML    183K 
32: R22         Geographical Information                            HTML     52K 
33: R23         Taxes on Income                                     HTML    178K 
34: R24         Related Party Transactions                          HTML     32K 
35: R25         Digital Securities                                  HTML     31K 
36: R26         Subsequent Events                                   HTML     29K 
37: R27         Significant Accounting Policies (Policies)          HTML    194K 
38: R28         Significant Accounting Policies (Tables)            HTML     63K 
39: R29         Acquisitions (Tables)                               HTML     34K 
40: R30         Cash and Cash Equivalents, Restricted Cash,         HTML    104K 
                Short-Term Deposits and Marketable Securities                    
                (Tables)                                                         
41: R31         Fair Value Measurement (Tables)                     HTML     76K 
42: R32         Inventory (Tables)                                  HTML     37K 
43: R33         Property, Plant and Equipment (Tables)              HTML     44K 
44: R34         Goodwill and Other Intangible Assets, Net (Tables)  HTML     91K 
45: R35         Other Accounts Payable and Accrued Expenses         HTML     40K 
                (Tables)                                                         
46: R36         Leases (Tables)                                     HTML     65K 
47: R37         Shareholders' Equity (Tables)                       HTML     96K 
48: R38         Earnings Per Share (Tables)                         HTML    178K 
49: R39         Geographical Information (Tables)                   HTML     54K 
50: R40         Taxes on Income (Tables)                            HTML    172K 
51: R41         General (Details)                                   HTML     39K 
52: R42         Significant Accounting Policies (Details)           HTML     61K 
53: R43         Significant Accounting Policies - Estimated Useful  HTML     37K 
                Lives (Details)                                                  
54: R44         SIGNIFICANT ACCOUNTING POLICIES - Intangible        HTML     38K 
                Assets Estimated Useful Lives (Details)                          
55: R45         SIGNIFICANT ACCOUNTING POLICIES - Comprehensive     HTML     46K 
                income (Details)                                                 
56: R46         Acquisitions (Details)                              HTML     40K 
57: R47         Acquisitions - Schedule of purchase price           HTML     43K 
                allocation (Details)                                             
58: R48         Cash and Cash Equivalents, Restricted Cash,         HTML     49K 
                Short-Term Deposits and Marketable Securities                    
                (Details)                                                        
59: R49         Cash and Cash Equivalents, Restricted Cash,         HTML     42K 
                Short-Term Deposits and Marketable Securities -                  
                Marketable securities by contractual maturities                  
                (Details)                                                        
60: R50         CASH AND CASH EQUIVALENTS, RESTRICTED CASH,         HTML     45K 
                SHORT-TERM DEPOSITS AND MARKETABLE SECURITIES -                  
                Amortized cost and fair value of marketable                      
                securities (Details)                                             
61: R51         CASH AND CASH EQUIVALENTS, RESTRICTED CASH,         HTML     33K 
                SHORT-TERM DEPOSITS AND MARKETABLE SECURITIES -                  
                Additional information (Details)                                 
62: R52         Fair Value Measurement (Details)                    HTML     45K 
63: R53         Inventory (Details)                                 HTML     35K 
64: R54         Property, Plant and Equipment (Details)             HTML     46K 
65: R55         GOODWILL AND OTHER INTANGIBLE ASSETS, NET -         HTML     32K 
                Goodwill (Details)                                               
66: R56         GOODWILL AND OTHER INTANGIBLE ASSETS, NET - Other   HTML     45K 
                intangible assets, net (Details)                                 
67: R57         GOODWILL AND OTHER INTANGIBLE ASSETS, NET - Future  HTML     41K 
                amortization expense (Details)                                   
68: R58         Other Accounts Payable and Accrued Expenses         HTML     35K 
                (Details)                                                        
69: R59         Loans (Details)                                     HTML     44K 
70: R60         Leases - (Details)                                  HTML     40K 
71: R61         Leases - Supplemental balance sheet information     HTML     36K 
                related to operating leases (Details)                            
72: R62         LEASES - Future minimum lease payments under        HTML     45K 
                non-cancelable operating lease agreements                        
                (Details)                                                        
73: R63         SHAREHOLDERS' EQUITY - Narratives (Details)         HTML    132K 
74: R64         SHAREHOLDERS' EQUITY - Schedule of company's stock  HTML     61K 
                option activity (Details)                                        
75: R65         SHAREHOLDERS' EQUITY - Schedule of weighted         HTML     49K 
                average assumptions (Details)                                    
76: R66         SHAREHOLDERS' EQUITY - Schedule of Unvested RSUs    HTML     52K 
                (Details)                                                        
77: R67         EARNINGS PER SHARE - Additional Information         HTML     33K 
                (Details)                                                        
78: R68         EARNINGS PER SHARE - Computation of basic and       HTML     76K 
                diluted earnings per share (Details)                             
79: R69         GEOGRAPHICAL INFORMATION - Revenue from customers   HTML     35K 
                (Details)                                                        
80: R70         GEOGRAPHICAL INFORMATION - Long-lived assets        HTML     32K 
                (Details)                                                        
81: R71         TAXES ON INCOME - Narratives (Details)              HTML     43K 
82: R72         TAXES ON INCOME - Deferred income taxes (Details)   HTML     63K 
83: R73         TAXES ON INCOME - Effective tax rate                HTML     56K 
                reconciliation (Details)                                         
84: R74         TAXES ON INCOME - Income Tax Expense (Details)      HTML     60K 
85: R75         TAXES ON INCOME - Unrecognized tax benefits         HTML     37K 
                (Details)                                                        
86: R76         Related Party Transactions (Details)                HTML     46K 
87: R77         Digital Securities (Details)                        HTML     45K 
88: R78         Subsequent Events (Details)                         HTML     33K 
90: XML         IDEA XML File -- Filing Summary                      XML    177K 
93: XML         XBRL Instance -- odd-20231231xf1_htm                 XML   2.72M 
89: EXCEL       IDEA Workbook of Financial Report Info              XLSX    169K 
 7: EX-101.CAL  XBRL Calculations -- odd-20231231_cal                XML    229K 
 8: EX-101.DEF  XBRL Definitions -- odd-20231231_def                 XML    550K 
 9: EX-101.LAB  XBRL Labels -- odd-20231231_lab                      XML   1.44M 
10: EX-101.PRE  XBRL Presentations -- odd-20231231_pre               XML   1.04M 
 6: EX-101.SCH  XBRL Schema -- odd-20231231                          XSD    187K 
91: JSON        XBRL Instance as JSON Data -- MetaLinks              524±   805K 
92: ZIP         XBRL Zipped Folder -- 0001104659-24-033463-xbrl      Zip   4.89M 


‘EX-5.1’   —   Opinion of Counsel re: Legality


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



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Exhibit 5.1

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March 12, 2024

ODDITY Tech Ltd.

8 Haharash Street

Tel Aviv-Yaffa 6761304

Israel

Re: ODDITY Tech Ltd.

Ladies and Gentlemen:

We have acted as Israeli counsel for ODDITY Tech Ltd., an Israeli company (the “Company”), in connection with the proposed (i) sale by the selling shareholder (the “Selling Shareholder”) named in the Registration Statement (defined below) of up to 4,000,000 Ordinary Shares (the “Firm Shares”) and (ii) the potential sale by the Selling Shareholder of up to an additional 600,000 Ordinary Shares (the “Optional Shares” and, collectively with the Firm Shares, the “Shares”), that are subject to an option to purchase such Optional Shares proposed to be granted by the Selling Shareholder to the underwriters in the offering (the “Offering”). The term “Shares” shall also include any additional Ordinary Shares registered pursuant to Rule 462(b) under the Act in accordance with the offering contemplated by the Registration Statement. This opinion letter is rendered pursuant to Item 8(a) of Form F-1 promulgated by the United States Securities and Exchange Commission (the “SEC”) and Items 601(b)(5) and (b)(23) of the SEC’s Regulation S-K promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”).

We have examined originals, or photocopies or copies, certified or otherwise identified to our satisfaction, of: (i) the form of the registration statement on Form F-1 filed by the Company with the SEC under the Securities Act (as amended through the date hereof, the “Registration Statement”) and to which this opinion is attached as an exhibit; (ii) a copy of the amended and restated articles of association of the Company, as currently in effect; (iii) resolutions of the board of directors (the “Board”) of the Company which have heretofore been approved and which relate to the Registration Statement and other actions to be taken in connection with the Offering (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 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.

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 these opinions that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.

Based upon and subject to the foregoing, we are of the opinion that the Firm Shares have been duly authorized by all necessary corporate action of the Company and are validly issued, fully paid and non-assessable.

Members of our firm are admitted to the Bar in the State of Israel, and we do not express any opinion as to the laws of any other jurisdiction. This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm appearing under the caption “Legal Matters” and “Enforceability of Civil Liabilities” 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, the rules and regulations of the SEC promulgated thereunder or Item 509 of the SEC’s Regulation S-K promulgated under the Securities Act.

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This opinion letter is rendered as of 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 effective date of the Registration Statement that may alter, affect or modify the opinions expressed herein.

Very truly yours,

/s/ Herzog Fox & Neeman

Herzog Fox & Neeman

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Dates Referenced Herein

This ‘F-1’ Filing    Date    Other Filings
Filed on:3/12/24None on these Dates
 List all Filings 


1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/14/24  Oddity Tech Ltd.                  F-1MEF      3/14/24    3:57K                                    Toppan Merrill/FA


3 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/06/24  Oddity Tech Ltd.                  20-F       12/31/23  101:13M                                    Toppan Merrill/FA
 7/10/23  Oddity Tech Ltd.                  F-1/A                  7:18M                                    Toppan Merrill/FA
 6/23/23  Oddity Tech Ltd.                  F-1                   19:59M                                    Toppan Merrill/FA
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Filing Submission 0001104659-24-033463   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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