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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/22/22 Maris Tech Ltd. S-8 2/22/22 5:204K EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: S-8 Registration Statement - Securities for an HTML 42K
Employee Benefit Plan
2: EX-5.1 Opinion of Sullivan & Worcester Tel-Aviv (Har-Even HTML 10K
& Co.), Israeli Counsel to Maris-Tech Ltd
3: EX-23.1 Consent of Kesselman & Kesselman, Independent HTML 7K
Registered Public Accounting Firm, and Member Firm
of Pricewaterhousecoopers International Limited
5: EX-FILING FEES Filing Fee Table HTML 10K
4: EX-99.1 Maris-Tech Ltd. 2021 Equity Incentive Plan HTML 62K
Exhibit 5.1
Maris-Tech Ltd.
2 Yitzhak Modai Street
Rehovot,
Israel 7608804
| Re: | Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as Israeli counsel for Maris-Tech Ltd., an Israeli Company (the “Company”) in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company on the date hereof with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the registration of 308,500 of the Company’s ordinary shares, no par value (the “Shares”), issuable under the Maris-Tech Ltd. 2021 Share Option Plan (the “Plan”).
In connection herewith, we have examined the originals, or photocopies or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement to which this opinion is attached as an exhibit; (ii) a copy of the articles of association of the Company, as currently in effect; (iii) resolutions of the board of directors which relate to the Registration Statement and the Plan; and (iv) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives 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 and representatives 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. In addition, we have assumed that the Shares and any equity awards that provide for the acquisition thereof will be granted in accordance with the Plan and the Company’s articles of association.
We are members of the Israel Bar and we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws of the State of Israel and have not, for the purpose of giving this opinion, made any investigation of the laws of any other jurisdiction than the State of Israel.
Based upon and subject to the foregoing, we are of the opinion that the Shares issuable under the Plan have been duly authorized and, when issued and paid for in accordance with the terms of the Plan and applicable option grant, will be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm wherever appearing in the Registration Statement in connection with Israeli law. 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 under the Securities Act.
| Very truly yours, | |
| /s/ SULLIVAN & WORCESTER TEL AVIV (Har-Even & Co.) | |
| SULLIVAN & WORCESTER TEL AVIV (Har-Even & Co.) | |
| This ‘S-8’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 2/22/22 | None on these Dates | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/07/22 Maris Tech Ltd. 6-K 2/04/22 4:124K EdgarAgents LLC/FA 2/01/22 Maris Tech Ltd. 8-A12B 1:16K EdgarAgents LLC/FA |