July 14, 2020
GT Biopharma, Inc.
9350 Wilshire Blvd. Suite 203
Beverly Hills, CA 90212
RE:
Registration Statement on Form S-1 for GT Biopharma, Inc.
Ladies and Gentlemen:
We are acting as special securities counsel to GT Biopharma, Inc., a Delaware corporation (the “Company”), in connection with the Company’s Registration Statement on Form S-1 (as amended or supplemented, the “Registration Statement”) filed under the U.S. Securities Act of 1933, as amended (the “Securities Act”), with the U.S. Securities and Exchange Commission (the “SEC”) on or about the date hereof relating to (i) 1,086,429 shares of common stock, par value $0.001 (the “common stock”), of the Company previously issued to a Selling Stockholder (as defined below) pursuant to that certain consulting agreement, dated as of May 1, 2020 (the “Consulting Agreement”), between the Company and EMLL Group LLC (the “Compensation Shares”) and (ii) 30,838,500 shares (the “Note Shares” and, together with the Compensation Shares, the “Shares”) of common stock. The Note Shares are issuable either (i) upon conversion of certain convertible notes held by certain of the Selling Stockholders (the “Applicable Notes”) or, (ii) at the option of such Selling Stockholders, in lieu of cash payments of interest on the Applicable Notes based upon the then current Conversion Price (as defined in the Applicable Notes) for the Applicable Notes. All Shares are being registered under the Registration Statement for resale by the selling stockholders named in the prospectus included in the Registration Statement (the “Selling Stockholders”).
In connection therewith, we have examined originals or copies certified or otherwise identified to our satisfaction of the restated certificate of incorporation of the Company, as amended, the restated bylaws of the Company, as amended, the Consulting Agreement, the Applicable Notes, the corporate proceedings with respect to the (i) filing of the Registration Statement, (ii) the Company’s entry into the Consulting Agreement and the issuance of the Compensation Shares and (ii) issuance, offering and sale of the Applicable Notes (including the issuance of the Note Shares pursuant to the terms of the Applicable Notes) and such other corporate records, agreements, documents and instruments and certificates or comparable documents of public officials and officers and representatives of the Company as we have deemed necessary or appropriate for the expression of the opinions contained herein.
In rendering the opinions contained herein, we have assumed the genuineness of all signatures on all documents examined by us, the legal capacity of all natural persons signing such documents, the due authority of all parties signing such documents, the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies.
