Writer’s Direct Dial  



Emmet, Marvin & Martin, LLP

Counsellors at Law


120 Broadway

New York, New York 10271


(212) 238-3000

(212) 653-1760


Fax: (212) 238-3100

Fax: (212) 653-1730


177 Madison Avenue

Morristown, New Jersey 07960

(973) 538-5600

Fax: (973) 538-6448


November 6, 2020


The Bank of New York Mellon,

as Depositary

240 Greenwich Street

New York, New York, 10286



American Depositary Shares representing ordinary shares of

Can-Fite BioPharma Ltd.

Ladies and Gentlemen:

We refer to the registration statement to be filed on Form F-6 under the Securities Act of 1933 (the "Registration Statement") by the legal entity created by the agreement (the "Deposit Agreement") for issuance of American Depositary Shares ("ADSs"), which may be evidenced by American Depositary Receipts ("ADRs"), representing ordinary shares of Can-Fite BioPharma Ltd., for which you propose to act as Depositary.


We are of the opinion that the ADSs covered by the Registration Statement, when issued in accordance with the terms of the Deposit Agreement, will, when sold, be legally issued and will entitle the holders thereof to the rights specified in the Deposit Agreement and the ADRs.

This opinion may be used by you as an exhibit to the Registration Statement.

Very truly yours,

/s/ Emmet, Marvin & Martin, LLP

Emmet, Marvin & Martin, LLP