Exhibit 5.1
Tel-Aviv, February 12, 2025
Innoviz Technologies Ltd.
Innoviz Technologies Campus
5 Uri Ariav St., Bldg. C, Nitzba 300
Rosh HaAin 4809202
Israel
Ladies and Gentlemen:
This opinion is furnished to you in connection with the offering of 28,776,978 units, with each unit consisting of (i) one ordinary share (“Ordinary Shares”), no par value per share, of Innoviz Technologies Ltd., a company organized under the laws of the State of Israel (the “Company”
and the “Shares”, respectivlly) and (ii) eight tenths of a warrant (the “Warrants”) to purchase one Ordinary Share (the “Warrant Shares”) under that certain Securities Purchase Agreement, dated February 10, 2025, by and between the Company and each of the purchaers named
therein, pursuant to the Company’s Registration Statement on Form F-3 (No. 333-267646) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the “Securities Act”), including the accompanying prospectus included therein (the “Prospectus”),
and the prospectus supplement, dated February 10, 2025 (the “Prospectus Supplement”) (collectively, the “Offering”).
As Israeli counsel to the Company in connection with the Offering, we have examined such corporate records, certificates and other documents, and such
questions of law, as we have considered necessary or appropriate for the purpose of our opinion.
Upon the basis of such examination, we are of the opinion that:
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the Shares have been duly authorized for issuance, and when issued and sold in the manner contemplated by the Prospectus Supplement and the Prospectus, will be validly issued, fully paid and nonassessable;
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| (ii) |
the Warrants have been duly authorized for issuance and sale and, when issued and delivered in the manner contemplated by the Prospectus Supplement and the Prospectus, will constitute valid and legally binding obligations of the Company to
the extent governed by Israeli law; and
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| (iii) |
the Warrant Shares have been duly authorized for issuance and sale, and, subject to the exercise of the Warrants in accordance with their terms, including payment of the consideration therefor as provided for in the Warrants, the Warrant
Shares will be validly issued, fully paid and non-assessable.
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The opinion expressed herein is limited to Israeli law, and we do not express any opinion as to the laws of any other jurisdiction.
We consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to us under the headings “Legal Matters” and “Enforceability of Civil Liabilities” in the Prospectus Supplement and Prospectus. In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities Act.
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Very truly yours,
/S/ Naschitz, Brandes, Amir & Co., Advocates
Naschitz, Brandes, Amir & Co., Advocates
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