Silicom Ltd.
14 Atir Yeda Street,
Kfar Sava 4464323, Israel
Re: Registration Statement on Form S-8
Dear Sirs:
We have acted as Israeli counsel for Silicom Ltd., a company organized under the
laws of the State of Israel (the “
Company”), in connection with the registration statement on Form S-8 (the “
Registration Statement”) filed with the Securities and
Exchange Commission under the Securities Act of 1933 (the “
Securities Act”) for the purpose of registering an additional 375,000 ordinary shares of
the Company, par value NIS 0.01 per share (the “
Ordinary Shares”), that may be issued pursuant to equity-based awards granted under
the Company’s Global Share Incentive Plan (2013) (hereinafter, the “
Plan”). The Ordinary
Shares referred to above are referred to herein as the
“Award Shares.”
In rendering an opinion on the matters hereinafter set forth, we have assumed
the authenticity of all original documents submitted to us as certified, conformed or photographic copies thereof, the genuineness of all signatures and the due authenticity of all persons executing such documents. We have assumed the same to have
been properly given and to be accurate, we have assumed the truth of all facts communicated to us by
the Company, and we have also assumed that all consents, minutes and protocols of meetings of
the Company’s board of directors and shareholders
meetings of
the Company which have been provided to us are true, accurate and have been properly prepared in accordance with
the Company’s incorporation documents and all applicable laws. In addition, we have assumed that in connection with the
issuance of Ordinary Shares under the Plan,
the Company will either (i) receive consideration in an amount not less than the aggregate par value of the Award Shares covered by each such issuance, or (ii) otherwise act as required pursuant to the
Israeli Companies Law 5799-1999 to record on
the Company’s balance sheet under shareholder’s equity, the aggregate par value of the Award Shares covered by each such issuance.
On the basis of such investigation as we have deemed necessary, and subject to
the assumptions set forth above, we are of the opinion that the Award Shares have been duly and validly authorized for issuance and, when issued upon due exercise in accordance with the applicable award agreement and governing Plan, will be legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, or the Rules and Regulations of the Securities and Exchange
Commission thereunder.
The above opinion is based on facts existing on the date hereof and of which we
are aware. We express no opinion as to any laws other than the laws of the State of Israel as the same are in force on the date hereof and we have not, for purpose of giving this opinion, made any investigation of 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.
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.
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Very truly yours,
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