Exhibit 5.1
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 | | | | Hogan Lovells US LLP 609 Main Street, Suite 4200 Houston, TX 77002 T +1 713 632 1400 F +1 713 632 1401 www.hoganlovells.com |
September 9, 2022
Board of Directors
Plus Therapeutics
4200 Marathon Blvd., Suite 200
Austin, TX 78756
To the addressee referred to above:
We are acting as counsel to Plus Therapeutics, a Delaware corporation (the “Company”), in connection with its registration statement on Form S-3 (No. 333-249410), as amended (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”) relating to the proposed public offering of up to $5,000,000 of the Company’s common stock, par value $0.001 per share (the “Shares”), to be sold by the Company from time to time and at various prices in an “at the market offering” pursuant to the Equity Distribution Agreement, dated September 9, 2022 (the “Agreement”), between the Company and Canaccord Genuity LLC, as sales agent (the “Agent”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including pdfs). As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the applicable provisions of the Delaware General Corporation Law, as amended and as currently in effect. We express no opinion herein as to any other statutes, rules or regulations (and in particular, we express no opinion as to any effect that such other statutes, rules or regulations may have on the opinion expressed herein).
For purposes of this opinion letter, we have assumed that the terms of the sale of the Shares to be sold pursuant to the Agreement will have been duly authorized and established by proper action of the Board of Directors of the Company (the “Board”) or a duly authorized committee of the Board (“Board Action”) consistent with the requirements of the Agreement.
Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) execution and delivery by the Company and the Agent of the Agreement, (ii) effectiveness of the Registration Statement, (iii) issuance of the Shares pursuant to the terms of the Agreement and in accordance with the Board Action, and (iv) receipt by the Company of the consideration for the Shares specified in the Board Action, the Shares will be validly issued, fully paid, and nonassessable.
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