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-3 (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 relates to the proposed offer and sale from time to time
of shares (the “Shares”)
of the Company’s common stock, par value $0.001 per share
(the “Common
Stock”), up to a maximum
aggregate offering price of $75 million. The Shares may be offered
and sold from time to time, on a continuous or delayed basis, by
the Company pursuant to Rule 415 under the Securities Act of 1933,
as amended (the “Act”), in amounts, at prices and on terms that
will be determined at the time of each offering and included in a
prospectus supplement (a “Prospectus
Supplement”) to the
prospectus included in the Registration
Statement.
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.
For
purposes of this opinion, we have assumed that:
(a)
the
Registration Statement and any amendments thereto will have become
effective and remain effective at the time of issuance and sale of
the Shares thereunder;
(b)
the
Company’s Board of Directors or a duly authorized committee
thereof shall have authorized the issuance and sale of the Shares
by all necessary corporate action;
(c)
at
the time of the issuance and sale of the Shares, a sufficient
number of shares of Common Stock is authorized and available for
issuance pursuant to the Company’s Second Amended and
Restated Certificate of Incorporation, as it then may be
amended;
(d)
a
Prospectus Supplement with respect to the offering of the Shares
shall have been prepared, delivered and filed with the Commission
in compliance with the Act and the rules and regulations
thereunder, and such Shares shall have been issued and sold as
described in the Registration Statement and such Prospectus
Supplement and in accordance with the terms and conditions of any
applicable underwriting or similar agreement; and
(e)
certificates
for the Shares have been duly executed by the Company,
countersigned by the transfer agent therefor and duly delivered to
the purchasers thereof against the adequate payment
therefor.
Based
on the foregoing, and subject to the qualifications stated herein,
we are of the opinion that the Shares offered pursuant to the
Registration Statement 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