Attached files
file | filename |
---|---|
S-1MEF - S-1MEF - Protagonist Therapeutics, Inc | d224009ds1mef.htm |
EX-23.1 - EX-23.1 - Protagonist Therapeutics, Inc | d224009dex231.htm |
Exhibit 5.1
MICHAEL E. TENTA
+1 650 843 5636
MTENTA@COOLEY.COM
August 10, 2016
Protagonist Therapeutics, Inc.
521 Cottonwood Drive, Suite 100
Milpitas, California 95035
Ladies and Gentlemen:
You have requested our opinion, as counsel to Protagonist Therapeutics, Inc., a Delaware corporation (the Company), in connection with the filing by the Company of a Registration Statement on Form S-1 (the Registration Statement) with the Securities and Exchange Commission pursuant to Rule 462(b) of Regulation C promulgated under the Securities Act of 1933, as amended, relating to an aggregate of 1,914,750 shares of common stock, par value $0.00001 (the Shares), including up to 249,750 shares that may be sold by the Company pursuant to the exercise of an option to purchase additional shares. The Registration Statement incorporates by reference the Registration Statement on Form S-1 (No. 333-212476), which was declared effective on August 10, 2016 (the Prior Registration Statement), including the prospectus which forms a part of the Prior Registration Statement (the Prospectus).
In connection with this opinion, we have examined and relied upon the Registration Statement, the Prior Registration Statement and Prospectus, the Companys Third Amended and Restated Certificate of Incorporation, as amended, its Bylaws, as currently in effect, the forms of the Companys Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, filed as Exhibits 3.1(b) and 3.2(b), respectively, to the Prior Registration Statement, each of which will be in effect upon the closing of the offering contemplated by the Prospectus, and the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.
We have assumed the genuineness and authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought independently to verify such matters. Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Registration Statement and the Prospectus, will be validly issued, fully paid and non-assessable.
We consent to the reference to our firm under the caption Legal Matters in the Prospectus and to the filing of this opinion as an exhibit to the Registration Statement.
COOLEY LLP 3175 HANOVER STREET PALO ALTO, CA 94304-1130
T: (650) 843-5000 F: (650) 849-7400 COOLEY.COM
Protagonist Therapeutics, Inc.
August 10, 2016
Page Two
Sincerely,
Cooley LLP
By: | /s/ Michael E. Tenta | |
Michael E. Tenta, Partner |
COOLEY LLP 3175 HANOVER STREET PALO ALTO, CA 94304-1130
T: (650) 843-5000 F: (650) 849-7400 COOLEY.COM