Tel Aviv, June 30, 2000
Our ref: 790.8
ESC Medical Systems Ltd.
P.O. Box 240
Yokneam 20692
Israel
Ladies and Gentlemen,
You have asked us to render our opinion as to the matters hereinafter
set forth.
For purposes hereof, we have examined original, photostatic or
certified copies of the Memorandum and Articles of Association of ESC
Medical Systems Ltd., an Israeli company (the "Company"), the Company's
1999 Share Option Plan (the "Plan") and corporate minutes and records of
the Company provided to us by the Company which we have deemed necessary or
relevant as a basis for the opinions hereinafter expressed. In such
examination, we have assumed the legal capacity of natural persons, the
genuineness of all signatures, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as copies, and that the documents examined by us are in
full force and effect and have not been amended, supplemented or otherwise
modified. As to various questions of fact material to the opinions
expressed herein, we have relied, without independent investigation, upon
statements and certificates of officers of the Company and public
officials. We do not opine as to the laws of any jurisdiction other than
the State of Israel as the same is in force on the date hereof.
Based upon and subject to the foregoing, we are of the opinion that
the Ordinary Shares of the Company, par value NIS 0.10 per share, to be
issued by the Company pursuant to the exercise of options granted or to be
granted under the Plan (the "Options"), in accordance with its terms, have
been duly authorized by the Company and, when issued, delivered and paid
for in accordance with the provisions of the Plan and applicable Option
will be validly issued and fully paid.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement on Form S-8 relating to the Plan.
Very truly yours,
/s/ Zellermayer, Pelossof
Zellermayer, Pelossof
Advocates
