Gary R.
Henrie
Attorney
at Law
(Licensed
in the States of Nevada and Utah)
P.O.
Box 107 Telephone: 309-313-5092
315
Kimball’s Garden Circle E-mail: grhlaw@hotmail.com
Nauvoo,
IL 62354
February
13, 2019
GT
Biopharma, Inc.
310 N.
Westlake Blvd
Suite
206
Westlake
Village, CA 91362
Re:
Registration Statement on Form S-3
Ladies
and Gentlemen:
I have
acted as counsel to GT Biopharma, Inc., a Delaware corporation (the
“Company”) in connection with the preparation and
filing of a registration statement on Form S-3 (the
“Registration Statement”) relating to the registration
under the Securities Act of 1933, as amended (the
“Act”), of up to an aggregate of 2,253,704 shares (the
“Shares”) of the Company’s common stock, par
value $0.001 per share (the “Common Stock”), plus an
indeterminate number of shares of Common Stock that may be issued
upon stock splits, stock dividends or similar transactions in
accordance with Rule 416 of the Act, which may be offered and sold
from time to time by the selling stockholders named in the
Registration Statement. The Shares consist of 2,253,704 shares of
Common Stock issuable upon conversion of the senior convertible
notes (the “Notes”).
As the
basis for the opinions hereinafter expressed, I have examined: (i)
originals, or copies certified or otherwise identified, of (a) the
Registration Statement; (b) the Certificate of Incorporation of the
Company, as amended to date; (c) the Bylaws of the Company; (d)
certain resolutions of the Board of Directors of the Company; and
(e) such other instruments and documents as I have deemed necessary
or advisable for the purposes of this opinion; and (ii) such
statutes, including the Delaware General Corporation Law, and
regulations as I have deemed necessary or advisable for the
purposes of this opinion. In such examination, I have assumed the
genuineness of all signatures and the authenticity of all documents
submitted to me as originals and the conformity to the originals of
all documents submitted to me as copies.
Based
on such examination, I am of the opinion that the Shares are, or
will be, when and to the extent issued upon conversion of the Notes
will be validly issued, fully paid and nonassessable.
I
express no opinion other than as to the federal laws of the United
States of America and the Delaware General Corporation Law
(including the statutory provisions, the applicable provisions of
the Delaware Constitution and reported judicial decisions
interpreting the foregoing). I express no opinion as to any matter
other than as expressly set forth above, and no opinion, other than
the opinion given herein, may be inferred or implied
herefrom.
I
consent to the use of this opinion as an exhibit to the
Registration Statement, and I consent to the reference of my name
under the caption “Legal Matters” in the prospectus
forming part of the Registration Statement. In giving my consent, I
do not thereby admit that I am within the category of persons whose
consent is required under Section 7 of the Act or the rules and
regulations promulgated thereunder.
Very
truly yours,
/s/
Gary R. Henrie
Gary R.
Henrie