EXHIBIT
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June 30, 2021


 


Ministry of Finance


Government of Israel


1 Kaplan Street


Hakirya, Jerusalem 91008


Israel


 


Re: Registration Statement of the State of
Israel on Schedule B


 


Ladies and Gentlemen:


 


We have acted as special
United States counsel for the Government of Israel (“Israel”) in connection with the preparation of the registration statement
under Schedule B (the “Registration Statement”) filed on the date hereof with the Securities and Exchange Commission
(the “Commission”) under the Securities Act of 1933, as amended (the “Act”), pursuant to which Israel is registering
U.S.$5,000,000,000 aggregate principal or maturity amount of its debt securities (the “Bonds”) to be offered and sold from
time to time as set forth in the Registration Statement and the prospectus (including any amendments or supplements thereto, the “Prospectus”)
contained therein. We are also familiar with the Master Underwriting Agreement and the Master Fiscal Agency Agreement, including, in each
case, the extensions, amendments and supplements thereto (collectively, the “Agreements”), previously filed with the Commission
and made a part of the Registration Statement.


 


In rendering the opinion
contained herein, we have examined originals or copies (certified or otherwise identified to our satisfaction) of certificates of public
officials, government documents and records and other certificates and instruments furnished to us, and have made such other investigations,
as we have deemed necessary in connection with the opinion set forth herein. In rendering such opinion, we have assumed, without independent
investigation or verification of any kind, the genuineness of all signatures, the legal capacity and competency of all natural persons
signing all documents, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents
of all documents submitted to us as copies, the truthfulness, completeness and correctness of all factual representations and statements
contained in all documents, the accuracy and completeness of all public records examined by us and the authority of Israel to enter into
the Agreements and issue the Bonds. In making our examination of documents executed by parties other than Israel, we have assumed that
such parties had the power, corporate or other, and authority to enter into and perform all their obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents
and the validity, binding and enforceable effect thereof. As to any document originally prepared in any language other than English and
submitted to us in translation, we have assumed the accuracy of the English translation. We have further assumed that the Bonds will be
delivered by Israel in accordance with applicable laws and sold as contemplated in the Registration Statement.


 


This opinion is limited to
the federal laws of the United States and the laws of the State of New York, and we do not express any opinion herein concerning the laws
of any other jurisdiction. Insofar as the opinion set forth herein relates to matters of the laws of Israel, we have relied upon the opinion
of the Legal Advisor to the Ministry of Finance of the State of Israel, a copy of which is being filed as an exhibit to the Registration
Statement, and our opinion herein is subject to any and all exceptions and reservations set forth therein.


 


Based upon and subject to
the foregoing, we are of the opinion that when the Bonds have been duly authorized, issued and executed by Israel and authenticated, delivered
and paid for as contemplated by the Agreements and the Prospectus, the Bonds will constitute valid and legally binding obligations of
Israel enforceable against Israel in accordance with their terms under the laws of the State of New York.


 






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 The foregoing opinions
as to enforceability of obligations of Israel is subject to (i) bankruptcy, insolvency, receivership, conservatorship, liquidation, reorganization,
fraudulent transfer, moratorium or other laws affecting the enforcement of creditors’ rights generally, and by the application
of general principles of equity (whether applied by a court in equity or at law) and the discretion of the court before which any proceedings
therefor may be brought (such principles of equity are of general application, and in applying such principles, a court may include a
covenant of good faith and fair dealing and apply concepts of reasonableness, mutuality and materiality); (ii) requirements that a judgment
for money damages rendered by a court in the United States be expressed only in U.S. dollars; and (iii) governmental authority to limit,
delay or prohibit the making of payments outside the United States or in foreign currency or composite currency.


 


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 heading “Validity
of the Bonds” in the Prospectus forming a part of the Registration Statement. In giving the foregoing consent, we do not thereby
admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of
the Commission promulgated thereunder.


 


The opinions set forth in
this letter are effective as of the date hereof only. We assume no responsibility to update this opinion letter for, or to advise you
of, any fact or circumstance occurring, or of which we become aware, subsequent to the date of this opinion letter, including, without
limitation, legislative and other changes in the law or changes in circumstances affecting any party.


 


The opinions expressed above
are limited to the matters stated in this opinion letter, and no opinion is implied or may be inferred beyond those expressly stated in
this opinion letter.








Very truly yours,


 


 





/s/ White & Case LLP


 






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