Law Offices One Logan Square Suite 2000 Philadelphia, PA 19103-6996 215-988-2700 215-988-2757 fax www.drinkerbiddle.com CALIFORNIA DELAWARE ILLINOIS NEW JERSEY NEW YORK PENNSYLVANIA TEXAS WASHINGTON D.C. | | November 6, 2017 Tyme Technologies, Inc. 44 Wall Street – 12th Floor New York, New York 10005 Ladies and Gentlemen: We have acted as counsel to Tyme Technologies, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company under the Securities Act of 1933, as amended, (the “Securities Act”), of the offer and sale of shares of the Company’s common stock, par value $0.0001 per share having an aggregate offering price of up to $30,000,000 (the “Offering Shares”), pursuant to the Registration Statement on FormS-3 (FileNo. 333-211489) (including the prospectus, the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) and declared effective on August 16, 2017, and the related prospectus supplement dated November 2, 2017 and filed with the Commission pursuant to Rule 424(b)(5) (the “Prospectus Supplement”). In this capacity, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Company’s Certificate of Incorporation, the Company’sBy-Laws, resolutions of the Company’s Board of Directors, the Registration Statement, Prospectus, the Prospectus Supplement, the Equity Distribution Agreement, dated November 2, 2017, between the Company and Canaccord Genuity, Inc. (the “Equity Distribution Agreement”), and such other documents and corporate records relating to the Company and the issuance and sale of the Offering Shares as we have deemed appropriate. We have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. In all cases, we have assumed the legal capacity of each natural person signing any of the documents and corporate records examined by us, that adequate consideration has been given, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies, the accuracy and completeness of all corporate records and all other information made available to us by the Company, and that future issuances will be made in accordance with the parameters established by the Pricing Committee of the Board of Directors, as such parameters may be established from time to time. Based on the foregoing and in reliance thereon, we are of the opinion that the Offering Shares have been duly authorized and, when the terms of the issuance and sale of the Offering Shares have been duly approved by all necessary corporate action by the Company, the Offering Shares, when duly issued, sold and delivered against payment therefor as contemplated in the Registration Statement, the Prospectus Supplement and the Equity Distribution Agreement, will be validly issued, fully paid and non-assessable. |
