Attached files

file filename
EX-4.3 - EX-4.3 - Protagonist Therapeutics, Inca18-18323_3ex4d3.htm
EX-4.2 - EX-4.2 - Protagonist Therapeutics, Inca18-18323_3ex4d2.htm
EX-4.1 - EX-4.1 - Protagonist Therapeutics, Inca18-18323_3ex4d1.htm
8-K - 8-K - Protagonist Therapeutics, Inca18-18323_38k.htm

Exhibit 5.1

 

 

Kenneth L. Guernsey

+1 415 693 2091

kguernsey@cooley.com    

 

August 7, 2018

 

Protagonist Therapeutics, Inc.

7707 Gateway Blvd., Suite 140

Newark, California 94560-1160

 

Ladies and Gentlemen:

 

You have requested our opinion with respect to certain matters in connection with the offering by Protagonist Therapeutics, Inc., a Delaware corporation (the “Company”), of 2,750,000 shares (the “Shares”) of the Company’s common stock, par value $0.00001 (the “Common Stock”), pursuant to (i) a Registration Statement on Form S-3 (Registration Statement No. 333-220314) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), (ii) the prospectus included within the Registration Statement (the “Base Prospectus”), and (iii) the prospectus supplement relating to the Shares dated August 7, 2018, filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Act (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”). The Shares are to be sold by the Company as described in the Registration Statement and the Prospectus.

 

In connection with this opinion, we have examined and relied upon the Registration Statement, the Prospectus, the Company’s Certificate of Incorporation, as amended and currently in effect, its Amended and Restated Bylaws 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 thereof and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. As to certain factual maters, we have relied upon a certificate of an officer of the Company and have not sought independently to verify such matters.

 

Our opinion herein is expressed solely with respect to the General Corporation Law of the State of Delaware. Our opinion is based on these laws as in effect on the date hereof.  We express no opinion as to whether the laws of any particular jurisdiction are applicable to the subject matter hereof.  We are not rendering any opinion as to compliance with any federal or state antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof.

 

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold in accordance with the Registration Statement and the Prospectus, will be validly issued, fully paid and nonassessable.

 

We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus, the filing of this opinion as an exhibit to a current report on Form 8-K of the Company and the incorporation by reference of this opinion in the Registration Statement.

 

Cooley LLP   101 California Street   5th Floor   San Francisco, CA   94111-5800
t: (415) 693-2000  f: (415) 693-2222  cooley.com

 



 

Very truly yours,

 

 

 

COOLEY LLP

 

 

 

 

 

/s/ Kenneth L. Guernsey

 

Kenneth L. Guernsey

 

 

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