Gary R. Henrie
Attorney at Law
Licensed in Nevada and Utah
P. O. Box 107 Telephone:
309-313-5092
315 Kimball’s Garden Circle E-mail:
grhlaw@hotmail.com
Nauvoo, IL 62354
June 19, 2019
GT Biopharma, Inc.
310 N. Westlake Blvd, Suite 206
Westlake Village, CA 91362
Re: GT Biopharma, Inc., Registration Statement on Form
S-1
Ladies and Gentlemen:
I have acted as securities counsel for GT Biopharma, Inc., a
Delaware corporation (the "Company"), for the purpose of issuing
this opinion letter in connection with the registration statement
on Form S-1 (the "Registration Statement") to be filed with the
Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended. The Registration Statement relates to the
offering of 40,216,064 shares of the Company’s common stock
by selling stockholders that underlie convertible notes and Series
J-1 Preferred Stock.
In rendering the opinion set forth below, I have reviewed: (a) the
Registration Statement; (b) the Company's Certificate of
Incorporation as restated and amended; (c) the Company's Bylaws;
and (d) such statutes, records and other documents as I have deemed
relevant. In my examination, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as
originals, and conformity with the originals of all documents
submitted to me as copies thereof and the truthfulness of
statements set forth in such documents. In addition, I have made
such other examinations of law and fact, as I have deemed relevant
in order to form a basis for the opinions hereinafter
expressed.
Based upon the foregoing, I am of the opinion that the 40,216,064
shares of common stock to be sold by the selling
stockholders
that they will
receive upon the conversion of the notes and/or the conversion of
Series J-1 Preferred Stock and upon resolution by the board of
directors directing the issuance thereof will be legally issued,
fully paid and non-assessable and will remain legally issued, fully
paid and non-assessable in the hands of any subsequent purchaser.
This opinion is based on Delaware general corporate law, all
applicable Delaware statutory provisions and reported judicial
decisions interpreting these laws.
Very truly yours,
/s/ Gary R. Henrie
_______________________________________
Gary R. Henrie, Esq.
Gary R. Henrie
Attorney at Law
Licensed and the States of Utah and Nevada
P. O. Box 107 Telephone:
309-313-5092
315 Kimball’s Garden Circle E-mail:
grhlaw@hotmail.com
Nauvoo, IL 62354
I hereby consent to the use of my opinion in the body of the
Registration Statement and as an Exhibit to the Registration
Statement and to all references to myself under the caption Legal
Matters in the Registration Statement.
Very truly yours,
/s/ Gary R. Henrie
_____________________________________
Gary R. Henrie, Esq.