Exhibit 5.1

September 16, 2024

Polyrizon Ltd.

5 Hatidhar St.

Raanana

Israel

Re: Polyrizon Ltd.

Ladies and Gentlemen:

We have acted as Israeli counsel for Polyrizon Ltd. (the “Company”), an Israeli company, in connection with the registration (including in connection with an over-allotment option granted to the Underwriter (as defined below)) by the Company and/or the Selling Shareholders (as such term is defined below) of: (A) (i) 928,845 units, each consisting of (a) one ordinary share, no par value (the “Ordinary Shares”), of the Company (the “Firm Shares”), and (b) three warrants to purchase one Ordinary Share each (each a “Warrant”); or (ii) pre-funded units, each consisting of (a) one pre-funded warrant to purchase one Ordinary Share (the “Pre-Funded Warrant”), and (b) three Warrants; (B) 2,786,537 Ordinary Shares underlying the Warrants; and (C) 2,801,330  Ordinary Shares offered for resale on behalf of the selling shareholders described in the Registration Statement (as defined below) (the “Secondary Shares”, the “Selling Shareholders”) in connection with the initial public offering of the Company’s securities (the “Offering”) and the offer for resale of the Secondary Shares.

In connection with this opinion, we have examined the originals, or photocopies or copies, certified or otherwise identified to our satisfaction, of the registration statement on Form F-1 (File No. 333- 266745) (as amended, the “Registration Statement”) filed by the Company with the United States Securities and Exchange Commission (“SEC”) and as to which this opinion is filed as an exhibit, the exhibits to the Registration Statement, including the form of Underwriting Agreement to be entered into between the Company and Aegis Capital Corp. (the “Underwriter”), draft copies of the Company’s amended and restated articles of association, to be in effect immediately prior to the Closing of the Offering and resolutions of the Company’s Board of Directors (the “Board”) and general meeting of the shareholders which have heretofore been approved and relate to the Offering, and such statutes, regulations, corporate records, documents, certificates and such other instruments that we have deemed relevant and necessary for the basis of our opinions hereinafter expressed.

In such examination, we have assumed: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies; (iii) the truth, accuracy and completeness of the information, representations and warranties contained in the corporate records, documents, certificates and instruments we have reviewed; (iv) the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof; and (v) the legal capacity of all natural persons. As to all questions of fact material to these opinions that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.

Keren LAW FIRM

TEL: +972 – 544 – 275177 TEL: +972 – 544 – 275930

Address: 2 WEIZMANN ST., Tel – Aviv, israel

We are members of the Israel Bar and we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws of the State of Israel and have not, for the purpose of giving this opinion, made any investigation of the laws of any other jurisdiction than the State of Israel.

Based upon and subject to the foregoing, we are of the opinion that (i) upon payment to the Company of the consideration in such amount and form as shall be determined by the Board or by an authorized committee thereof, the Ordinary Shares, when issued and sold in the Offering as described in the Registration Statement, will be duly and validly issued, fully paid and non-assessable; (ii) the Ordinary Shares underlying the Warrants and Pre-Funded Warrants, when issued and sold by the Company and delivered by the Company against receipt of the exercise price therefor as shall be determined by the Board or an authorized committee thereof, in accordance with and in the manner described in the Registration Statement and the Warrants and Pre-Funded Warrants, will be validly issued, fully paid and non-assessable, in each case, including any additional Ordinary Shares (including Ordinary Shares underlying the Warrants and Pre-Funded Warrants) registered pursuant to Rule 462(b) under the United States Securities Act of 1933, as amended (the “Securities Act”); and (iii) the Secondary Shares have been duly authorized, and are validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name wherever it appears in the Registration Statement. In giving such consent, we do not believe that we are “experts” within the meaning of such term as used in the Securities Act, or the rules and regulations of the SEC issued thereunder with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

We further consent to the incorporation by reference of this letter and consent into any registration statement filed pursuant to Rule 462(b) under the Securities Act with respect to the Ordinary Shares.

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 effective date of the Registration Statement that may alter, affect or modify the opinions expressed herein.

Sincerely yours,

Keren LAW FIRM

TEL: +972 – 544 – 275177 TEL: +972 – 544 – 275930

Address: 2 WEIZMANN ST., Tel – Aviv, israel

Exhibit 5.2

September 16, 2024

Polyrizon Ltd.

5 Ha-Tidhar Street

Raanana, 4366507, Israel

Ladies and Gentlemen:

This opinion is furnished to you in connection with the Registration Statement on Form F-1 (Registration No. 333-266745) (as amended to date, the “Registration Statement”) filed by Polyrizon Ltd., an Israeli company (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration (including in connection with an over-allotment option granted to the Underwriter (as defined below)) by the Company of: (A) 928,845 units (the “Units”), with each Unit consisting of either (1) (i) one ordinary share, no par value, of the Company (an “Ordinary Share”) and (ii) three warrants (each, a “Regular Warrant”), each to purchase one Ordinary Share, or (2) (i) a pre-funded warrant (a “Pre-Funded Warrant”) to purchase one Ordinary Share and (ii) three Regular Warrants; (B) 2,786,537 Ordinary Shares underlying the Warrants (the “Warrant Shares”); and (C) Ordinary Shares on behalf of the selling shareholders described in the Registration Statement (together with the Units, the Warrants and the Warrant Shares, the “Securities”). The term “Warrants” refers collectively to the Regular Warrants and the Pre-Funded Warrants. The Securities are being registered by the Company, which has engaged Aegis Capital Corp. (the “Underwriter”) to act as the underwriter in connection with a public offering of the Units (the “Offering”).

We are acting as U.S. securities counsel for the Company in connection with the Registration Statement. We have examined signed copies of the Registration Statement and have also examined and relied upon minutes of meetings of the Board of Directors of the Company as provided to us by the Company, the articles of association of the Company, as restated and/or amended to date, and such other documents as we have deemed necessary for purposes of rendering the opinion hereinafter set forth.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents. Other than our examination of the documents indicated above, we have made no other examination in connection with this opinion. Because the Warrants contain provisions stating that they are to be governed by the laws of the State of New York, we are rendering this opinion as to New York law. We are admitted to practice in the State of New York, and we express no opinion as to any matters governed by any law other than the law of the State of New York. With respect to the Ordinary Shares and the Ordinary Shares underlying the Warrants being duly and validly issued, fully paid and non-assessable, we have relied on the opinion of Keren Law Firm, Israeli counsel to the Company, filed as an exhibit to the Registration Statement as filed with the Commission.

Polyrizon Ltd.

September 9, 2024

Page 2

In addition, in rendering the opinions expressed below, we have assumed that: (i) the Board of Directors of the Company shall have duly established the terms of the Units and the Ordinary Shares, Regular Warrants and Pre-Funded Warrants included therein, and the Underwriter’s Warrants, and shall have duly authorized the issuance and sale of the Units and the Underwriter’s Warrants and such authorization shall not have been modified or rescinded; (ii) each party to each transaction document related to the Offering is duly organized and validly existing and in good standing under the laws of its jurisdiction of incorporation or formation and has, and had at all relevant times, full power and authority to execute and deliver, and to perform its obligations under, each transaction document related to the Offering to which it is a party, (iii) that each transaction document related to the Offering has been or will be duly authorized, and will be executed and delivered, by all of the parties thereto, and each party to each transaction document related to the Offering has satisfied or will satisfy all other legal requirements that are applicable to it to the extent necessary to make such transaction document related to the Offering enforceable against it, (iv) that each transaction document related to the Offering will constitute the valid, binding and enforceable obligation of all of the parties thereto under all applicable laws; provided, however, that this assumption is not made as to the Company to the extent expressly addressed in our opinion in the paragraph immediately below, (v) that the execution and delivery of, and the performance of its obligations under, each transaction document related to the Offering by each party thereto will not (A) contravene such party’s articles or certificate of incorporation, by-laws or similar organizational documents, (B) contravene any laws or governmental rules or regulations that may be applicable to such party or its assets, (C) contravene any judicial or administrative judgment, injunction, order or decree that is binding upon such party or its assets, or (D) breach or result in a default under any contract, indenture, lease, or other agreement or instrument applicable to or binding upon such party or its assets, (vi) that all consents, approvals, licenses, authorizations, orders of, and all filings or registrations with, any governmental or regulatory authority or agency required under the laws of any jurisdiction for the execution and delivery of, and the performance of its obligations under, each transaction document related to the Offering by each party thereto have been or will be obtained or made and are in full force and effect, and (vii) that there are no agreements or other arrangements that modify, supersede, novate, terminate or otherwise alter any of the terms of any transaction document related to the Offering.

Based upon and subject to the foregoing, we are of the opinion that, when the Registration Statement has become effective under the Securities Act, (i) each of the Units and each of the Regular Warrants and the Pre-Funded Warrants, if and when issued and paid for in accordance with the terms of the Offering or the Regular Warrants, as applicable, will be valid and binding obligations of the Company enforceable against the Company in accordance with their terms.

The opinion set forth herein is rendered as of the date hereof, and we assume no obligation to update such opinion to reflect any facts or circumstances which may hereafter come to our attention or any changes in the law which may hereafter occur (which may have retroactive effect). In addition, the foregoing opinion is qualified to the extent that (a) enforceability may be limited by and be subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law (including, without limitation, concepts of notice and materiality), and by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ and debtors’ rights generally (including, without limitation, any state or federal law in respect of fraudulent transfers); and (b) no opinion is expressed herein as to compliance with or the effect of federal or state securities or blue sky laws.

We hereby consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.