November
4, 2019
Monopar
Therapeutics Inc.
1000
Skokie Blvd., Suite 350
Wilmette,
Illinois 60091
Ladies
and Gentlemen:
We have
acted as counsel for Monopar Therapeutics Inc., a Delaware
corporation (the “Company”), in connection
with the Registration Statement on Form S-1, File No. 333-233303
(the “Registration
Statement”), filed by the Company with the Securities
and Exchange Commission (the “Commission”) under the
Securities Act of 1933, as amended (the “Securities Act”). The
Registration Statement relates to the
offer and sale of up to 2,555,556 shares of the Company’s
common stock, par value $0.001 per share (the “Common
Stock”), which includes 333,333 shares of Common Stock
subject to the underwriters’ over-allotment option described
in the Registration Statement (the “Shares”).
The Shares shall also include any additional shares of Common Stock
registered by the Company pursuant to Rule 462(b) under the
Securities Act in connection with the offering contemplated by the
Registration Statement. The Shares are proposed to be sold
pursuant to an underwriting agreement (the “Underwriting Agreement”)
to be entered into between the Company and JonesTrading
Institutional Services LLC, as representative of the underwriters
named therein.
We have
examined such documents and such matters of fact and law as we deem
necessary to render the opinions contained herein. In our
examination, we have assumed, but have not independently verified,
the genuineness of all signatures, the conformity to original
documents of all documents submitted to us as certified, facsimile
or other copies, and the authenticity of all such documents.
As to questions of fact material to
this opinion, we have relied on certificates or comparable
documents of public officials and of officers and representatives
of the Company. We have assumed that the Shares will be sold at a
price and on terms authorized by the Board of Directors of the
Company, or the Pricing Committee thereof, in accordance with
Section 153 of the General Corporation Law of the State of
Delaware.
Based on the foregoing, subject to the
qualifications stated herein, we are of the opinion that
when the Shares have been sold as contemplated in the Registration
Statement, and upon payment and delivery in accordance with the
Underwriting Agreement, the Shares will be validly issued,
fully paid and non-assessable.
The
opinions expressed herein are limited to the General Corporation
Law of the State of Delaware and we express no opinion as to the
effect on the matters covered by this letter of the laws of any
other jurisdiction.
We
hereby consent to the filing of this letter as Exhibit 5.1 to the
Registration Statement and to the reference to our firm under the
caption “Legal Matters” in the prospectus included
therein. We further consent to the incorporation by reference of
this letter and consent into any registration statement filed
pursuant to Rule 462(b) with respect to the Shares. In giving such
consent, we do not hereby 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.
Very
truly yours,
/s/
Baker & Hostetler LLP