Exhibit 5.1

  

    Tel. 972-3-69441111
    Fax. 972-3-6091116
    fbc@fbclawyers.com

 

September 25, 2026

 

To:

BiolineRx Ltd.

2 HaMa’ayan Street

Modi’in 7177871, Israel

 

Re: BiolineRx Ltd.

 

Ladies and Gentlemen:

 

We have acted as Israeli counsel to BiolineRx Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection with the filing by the Company of a registration statement on Form F-1 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by the selling shareholder identified in the Registration Statement of up to an aggregate of 2,023,382 American Depositary Shares (the “ADSs”), each ADS representing six hundred (600) ordinary shares of the Company, NIS 0.10 par value per share (the “Ordinary Shares”), issuable upon the exercise of warrants issued in a private placement on August 31, 2026 (the “Warrants”).

 

In connection herewith, we have examined the originals, or photocopies or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement; (ii) a copy of the articles of association of the Company, as amended and currently in effect (the “Articles”); (iii) resolutions of the board of directors of the Company (the “Board”) and the audit committee of the Board which have heretofore been approved and that relate to the Company’s issuance and sale of the Warrants and the ADSs issuable upon exercise of the Warrants (the “Warrant ADSs”), the filing of the Registration Statement, and other actions to be taken in connection with such issuance and sale; and (iv) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers of the Company as we have deemed relevant and necessary as a basis for the opinions hereafter set forth. We have also made inquiries of such officers as we have deemed relevant and necessary as a basis for the opinions hereafter set forth.

 

In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies and the authenticity of the originals of such latter documents. We have assumed the same to have been properly given and to be accurate. We have also assumed the truth of all facts communicated to us by the Company and that all consents and minutes of meetings of committees of the Board, the Board and the shareholders of the Company that have been provided to us are true and accurate and have been properly prepared in accordance with the Articles and all applicable laws.

 

Based upon the foregoing and in reliance thereon, we are of the opinion that the Ordinary Shares represented by the Warrant ADSs have been duly authorized for issuance and sale pursuant to the Warrants by all necessary corporate action on the part of the Company and, when issued, delivered and paid for in accordance with the terms and conditions of the Warrants, will be validly issued, fully paid and non-assessable.

 

Members of our firm are admitted to the Bar of the State of Israel, and we do not express any opinion as to the laws of any other jurisdiction. This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the captions “Legal Matters” and “Enforceability of Civil Liabilities” in the prospectus forming part of the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act.

 

This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought to our attention after the date hereof that may alter, affect or modify the opinions expressed herein.

 

  Very truly yours,
   
  /s/ FISCHER (FBC & Co.)