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S-1MEF - S-1MEF - Protagonist Therapeutics, Incd224009ds1mef.htm
EX-23.1 - EX-23.1 - Protagonist Therapeutics, Incd224009dex231.htm

Exhibit 5.1

 

LOGO

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 Company’s Third Amended and Restated Certificate of Incorporation, as amended, its Bylaws, as currently in effect, the forms of the Company’s 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


LOGO

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