December 20, 2018
20271 Goldenrod Lane
Germantown, MD 20876
Ladies and Gentlemen:
We have acted as counsel to Orgenesis Inc., a Nevada corporation (the Company), in connection with the preparation and filing with the Securities and Exchange Commission (the Commission) of a Prospectus Supplement, dated December 20, 2018, to a Prospectus, dated March 28, 2018 (the Prospectus and Prospectus Supplement), filed pursuant to a Registration Statement on Form S-3, Registration No. 333-223777 (the Registration Statement), pursuant to which the Company is registering under the Securities Act of 1933, as amended (the Securities Act), the sale of up to $25,000,000 of shares (the Placement Shares) of common stock, $0.0001 par value per share (the Common Stock), of the Company. The Placement Shares are being sold pursuant to a Controlled Equity OfferingSM Sales Agreement, dated as of December 20, 2018, by and between the Company and Cantor Fitzgerald & Co. (the Agreement), pursuant to which the Company may issue and sell the Placement Shares pursuant to the Registration Statement and the Prospectus and Prospectus Supplement.
In connection with this opinion, we have examined the Companys Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, both as currently in effect, such other records of the corporate proceedings of the Company and certificates of the Companys officers as we have deemed relevant, as well as the Registration Statement and the exhibits thereto and the Prospectus and the Prospectus Supplement.
In our examination, we have assumed the genuineness of all signatures, the legal capacity of 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, photostatic or facsimile copies and the authenticity of the originals of such copies, the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.
Based upon the foregoing, and subject to the limitations set forth below, we are of the opinion that the Placement Shares, when issued by the Company out of the Companys duly authorized Common Stock and issued and delivered by the Company against payment therefor as contemplated by the Agreement, on terms approved by the Board of Directors of the Company, or a duly authorized committee thereof, will be duly and validly issued, fully paid and non-assessable.
Our opinion is limited to Article 78 of the Revised Statutes of the State of Nevada, and we express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed herein with respect to the qualification of the Placement Shares under the securities or blue sky laws of any state or any foreign jurisdiction.
We have relied as to certain matters on information obtained from public officials, officers of the Company, and other sources believed by us to be responsible and have made no independent investigation of such facts.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K and the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of this Firms name therein and in the Prospectus and Prospectus Supplement under the caption Legal Matters. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Pearl Cohen Zedek Latzer Baratz LLP