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Date: September 8, 2014
To:
Rosetta Genomics Ltd.
10 Plaut Street
Rehovot 76706
Israel
Dear Sir/Madam,
Re: Rosetta Genomics Ltd.
1. We have acted as Israeli legal counsel
to Rosetta Genomics Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection
with a prospectus supplement dated September 8, 2014 (the "Prospectus Supplement") to the base prospectus dated
December 19, 2012 (the "Base Prospectus" and together with the Prospectus Supplement, the “Prospectus”)
contained in the registration statement on Form F−3, Registration No. 333-185338 (the "Registration Statement")
filed by the Company with the Securities and Exchange Commission (the “Commission”) on December 7, 2012 and
declared effective on December 19, 2012. The Prospectus relates to the issuance of 6,000 ordinary shares (the “Shares”)
of nominal value NIS 0.6 each, of the Company to a former employee of the Company according to a settlement agreement entered into
between the Company and the former employee on June 22, 2014 (the "Settlement Agreement").
2. In connection with this opinion, we have examined originals or copies, certified or otherwise identified
to our satisfaction, of such agreements, certificates, and other statements of corporate officers and other representatives of
the Company, and other documents provided to us by the Company, and such other documents and corporate records, questions of law
and other matters as we deemed necessary or appropriate in order to enable us to express the opinion hereinafter set forth. As
to matters of fact relevant to our opinion, we have relied exclusively, without independent investigation or verification, upon
the Settlement Agreement, the other documents referred to hereinabove, and upon matters of fact contained in the representations
and warranties contained in such documents.
3. In rendering this opinion on the matters hereinafter set forth, we have assumed the authenticity
and completeness of all documents submitted to us as originals, the conformity to original documents of all photocopies, conformed
copies, email or facsimiles submitted to us, the genuineness of all signatures and the legal capacity and due authenticity of all
persons executing such documents. We have assumed the same to have been properly given and to be accurate, and we have assumed
the truth of all facts communicated to us by the Company, and have assumed that all consents, minutes and protocols of meetings
of the Company's board of directors 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.
4. In connection herewith, we have assumed that, other than with respect to the Company, all of the
documents referred to in this opinion letter have been duly authorized by, have been duly executed and delivered by, and constitute
the valid, binding and enforceable obligations of, all of the parties to such documents, all of the signatories to such documents
have been duly authorized and all such parties are duly organized and validly existing and have the power and authority (corporate
or other) to execute, deliver and perform such documents.
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Yoram Raved
David Magriso
Joseph Benkel
Ofer Zuzovsky
Shmuel Galinka
Einat Weidberg
Zohar Barzilai
Gilad Shapiro
Eli Cohen
Ofer Larisch*
Nirit Avtalion
Calanit Bar
Nir Shamri
Moshe Mizrachi
Amir On
Amir Frankl
Miri Elia-Kush
________
Doron Kviatek
Orly Katzir
Dekel Vaizer
Rinat Dvash
Asaf Shir
Tzahi Harel
Sandra Manor-Richter
Itshak Cohen-Yehonatan
Maya Koubi Bara-nes
Oded Navon
Inbal Raz
Shiri Shapiro
Hilla Lev
Gal Nussbaum
Tamar Marelly
Omer Tzur
Shay Fitusy
Eyal Ron
Adi Buki
Hila Rinot
Sivan Noymark-Zuriel
Sigal Rozen Rechav**
Eyal Konyak
Anat Keidar
Liran Welcman
Michael Vitan
Chen Nusel
Rotem Fishman Negrin
Yoav Manor
Ilit Vardi
Ortal Elgrabli
________
Orly Tal - Of Counsel**
*
Admitted - NewYork Bar & England and Wales
** CPA
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