January
3, 2020
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-8 (the
“Registration
Statement”) to be filed by the Company with the
Securities and Exchange Commission (the “Commission”) on or about
the date hereof. The Registration Statement is being filed to
register under the Securities Act of 1933, as amended (the
“Act”),
the offer and sale by the Company pursuant to its 2016 Stock
Incentive Plan (the “Plan”) of up to 1,581,567
shares of Common Stock, par value $0.001 per share (the
“Shares”).
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.
Based on the foregoing, and subject to the
qualifications stated herein, we are of the opinion that the
Shares to be issued by the Company under the Plan, when issued and
sold in accordance with the terms of the Plan, 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. 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 Act or the rules and regulations of
the Commission.
Very
truly yours,
/s/
Baker & Hostetler LLP