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Baker & McKenzie LLP
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America Center700 Louisiana, Suite 3000Houston, TX 77002United
States
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713 427 5000
Fax: +1
713 427 5099
www.bakermckenzie.com
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July 14,
2020
GT
Biopharma, Inc.
9350
Wilshire Blvd. Suite
203
Beverly
Hills, CA 90212
RE:
Registration Statement on Form S-1 for GT Biopharma,
Inc.
Ladies
and Gentlemen:
We are
acting as special securities counsel to GT Biopharma, Inc., a
Delaware corporation (the “Company”), in connection
with the Company’s Registration Statement on Form S-1 (as
amended or supplemented, the “Registration Statement”)
filed under the U.S. Securities Act of 1933, as amended (the
“Securities
Act”), with the U.S. Securities and Exchange
Commission (the “SEC”) on or about the
date hereof relating to (i) 1,086,429 shares of common stock, par
value $0.001 (the “common stock”), of the
Company previously issued to a Selling Stockholder (as defined
below) pursuant to that certain consulting agreement, dated as of
May 1, 2020 (the “Consulting Agreement”),
between the Company and EMLL Group LLC (the “Compensation Shares”) and
(ii) 30,838,500 shares (the “Note Shares” and,
together with the Compensation Shares, the “Shares”) of common stock.
The Note Shares are issuable either (i) upon conversion of certain
convertible notes held by certain of the Selling Stockholders (the
“Applicable
Notes”) or, (ii) at the option of such Selling
Stockholders, in lieu of cash payments of interest on the
Applicable Notes based upon the then current Conversion Price (as
defined in the Applicable Notes) for the Applicable Notes. All
Shares are being registered under the Registration Statement for
resale by the selling stockholders named in the prospectus included
in the Registration Statement (the “Selling
Stockholders”).
In
connection therewith, we have examined originals or copies
certified or otherwise identified to our satisfaction of the
restated certificate of incorporation of the Company, as amended,
the restated bylaws of the Company, as amended, the Consulting
Agreement, the Applicable Notes, the corporate proceedings with
respect to the (i) filing of the Registration Statement, (ii) the
Company’s entry into the Consulting Agreement and the
issuance of the Compensation Shares and (ii) issuance, offering and
sale of the Applicable Notes (including the issuance of the Note
Shares pursuant to the terms of the Applicable Notes) and such
other corporate records, agreements, documents and instruments and
certificates or comparable documents of public officials and
officers and representatives of the Company as we have deemed
necessary or appropriate for the expression of the opinions
contained herein.
In
rendering the opinions contained herein, we have assumed the
genuineness of all signatures on all documents examined by us, the
legal capacity of all natural persons signing such documents, the
due authority of all parties signing such documents, the
authenticity of all documents submitted to us as originals and the
conformity to the originals of all documents submitted to us as
copies.
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The
Americas
Bogota
Brasilia**
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Houston
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Lima
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Monterrey
New
York
Palo Alto
Porto Alegre**
Rio
de Janeiro**
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Francisco
Santiago
Sao
Paulo**
Tijuana
Toronto
Valencia
Washington, DC
*
Associated Firm
**
In cooperation with Trench, Rossi e Watanabe
Advogados
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Based
upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, we are of
the opinion that:
1.
The Compensation
Shares have been duly and validly authorized and are validly
issued, fully paid and non-assessable.
2.
The Note Shares
that may be issued from time to time upon the conversion of, or in
connection with the payment of interest in lieu of cash on, the
Applicable Notes have been duly and validly authorized and, when
issued upon conversion of, or as payment of interest on, the
Applicable Notes in accordance with the terms and conditions
thereof (including receipt of consideration, if any, required
thereunder), and assuming no change in the applicable law or facts,
will be validly issued, fully paid and non-assessable.
We
express no opinion to the extent that, notwithstanding its current
reservation of shares of common stock, future issuances of
securities of the Company and/or adjustments to outstanding
securities of the Company cause the Applicable Notes to be
convertible into more shares of the common stock than the number
that then remain authorized but unissued. Further, we have assumed
the Conversion Price will not be adjusted to an amount below the
par value per share of the common stock.
The
opinions expressed above are limited to the General Corporation Law
of the State of Delaware and the federal laws of the United States
of America. We do not purport to cover herein the application of
the securities or “Blue Sky” laws of the various states
to the offering of the Shares by the Selling
Stockholders.
This
opinion letter is limited to the matters stated herein, and no
opinion is implied or may be inferred beyond the matters expressly
stated. We hereby consent to the use of our opinion as herein set
forth as an exhibit to the Registration Statement and to the use of
our name under the caption “Legal Matters” in the
prospectus forming a part of the Registration Statement. In giving
this consent, we do not hereby admit that we come within the
category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the SEC
promulgated thereunder or Item 509 of Regulation S-K.
Very
truly yours,
/s/ BAKER & McKENZIE
LLP
BAKER
& McKENZIE LLP
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