January
13, 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”) filed by the Company with the Securities
and Exchange Commission (the “Commission”) on January
3, 2020 and declared effective on January 13, 2020, and the
Prospectus Supplement, dated January 13, 2020 (the
“Prospectus
Supplement”). The
Prospectus Supplement relates to the 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 $19.7 million pursuant to a Capital on
DemandTM Sales Agreement, dated January 13, 2020, between
the Company and JonesTrading Institutional Services
LLC.
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 will remain effective at the time of
issuance and sale of the Shares;
(b)
the
Shares will be sold at prices and other terms authorized by the
pricing committee of the Company’s Board of Directors or
another duly authorized committee thereof; and
(c)
at
the time of the issuance and sale of the Shares, a sufficient
number of shares of Common Stock will remain authorized and
available for issuance pursuant to the Company’s Second
Amended and Restated Certificate of Incorporation, as it then may
be amended.
Based
on the foregoing, and subject to the qualifications stated herein,
we are of the opinion that the Shares offered pursuant to the
Prospectus Supplement 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 a
Current Report on Form 8-K that will be filed by the Company and
incorporated by reference into 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