Exhibit 5. 1
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June 8, 2020 Zosano Pharma Corporation 34790 Ardentech Court Fremont, CA 94555 | | | | Beijing Boston Brussels Century City Chicago Dubai Düsseldorf Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid Milan | | Moscow Munich New York Orange County Paris Riyadh San Diego San Francisco Seoul Shanghai Silicon Valley Singapore Tokyo Washington, D.C. |
| Re: | Registration Statement on FormS-3 (Reg. No. 333-237187); Shares of Common Stock, $0.0001 par value per share, having an aggregate offering price of up to $20,000,000 |
Ladies and Gentlemen:
We have acted as special counsel to Zosano Pharma Corporation, a Delaware corporation (the “Company”), in connection with the proposed issuance of shares of common stock, $0.0001 par value per share (“Common Stock”), with an aggregate offering price of up to $20,000,000 (the “Shares”). The Shares are included in a registration statement on FormS-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on March 16, 2020 (RegistrationNo. 333-237187) (the “Registration Statement”), and are being offered pursuant to a base prospectus dated April 16, 2020 (the “Base Prospectus”) and a prospectus supplement dated June 8, 2020 filed with the Commission on June 8, 2020 pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”). The Shares are being sold pursuant to a sales agreement dated June 8, 2020 by and between BTIG, LLC and the Company (the “Sales Agreement”).
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of RegulationS-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, 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. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.