Exhibit 5.1
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| | Re: | Registration Statement on FormS-8; 1,272,612 Shares of Common Stock of Zosano Pharma Corporation, par value $0.0001 per share |
Ladies and Gentlemen:
We have acted as special counsel to Zosano Pharma Corporation, a Delaware corporation (the “Company”), in connection with the registration by the Company of 822,612 shares (the “Plan Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”), issuable under the Company’s Amended and Restated 2014 Equity and Incentive Plan (the “Plan”) and 450,000 shares (collectively, with the Plan Shares, the “Shares”) of Common Stock issuable under a Nonstatutory Stock Option Award Agreement between the Company and Steven Lo (the “Inducement Grant”). The Shares are included in a registration statement on FormS-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on June 11, 2020 (the “Registration Statement”). 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 the related prospectus, other than as expressly stated herein with respect to the issuance 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.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, or certificates representing the Shares have been manually signed by an authorized officer of the transfer agent and registrar therefor, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by and pursuant to the Plan and the Inducement Grant, as applicable, and assuming with respect to the Plan that in each case that the individual issuances,
