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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 |
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 - 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Exhibit 5.1
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.
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, |
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This ‘F-1’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 3/12/24 | None on these Dates | ||
List all Filings |
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 |
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 |