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S-3
SEELOS THERAPEUTICS, INC. filed this Form S-3 on 02/01/2019
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February 1, 2019 S-3 Exhibit 5.1

Exhibit 5.1

February 1, 2019

Seelos Therapeutics, Inc.
300 Park Avenue, 12th Floor
New York, NY 10022

Ladies and Gentlemen:

We have acted as local Nevada counsel to Seelos Therapeutics, Inc., a Nevada corporation (formerly known as Apricus Biosciences, Inc.) (the "Company"), in connection with the transactions contemplated by that certain Securities Purchase Agreement, dated as of October 16, 2018, as amended by the Amendment Agreement, dated as of November 16, 2018, the Second Amendment Agreement, dated as of January 4, 2019, and the Third Amendment Agreement, dated as of January 16, 2019 (as so amended, the "Purchase Agreement"), relating to, among other things, the issuance and sale by the Company of an aggregate of two series of common stock purchase warrants (collectively, the "Warrants") to purchase shares of Common Stock (the "Warrant Shares" and together with the Warrants, the "Securities"), as described in the Registration Statement on Form S-3 (as amended through and including the date hereof, the "Registration Statement"), including the prospectus set forth therein (the "Prospectus"), as filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"). This opinion letter is being delivered at your request pursuant to the requirements of Item 601(b)(5) of Regulation S-K under the Act.

In our capacity as such counsel, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization and issuance of the Securities as contemplated by, and as described in, the Registration Statement and the Prospectus. For purposes of this opinion letter, and except to the extent set forth in the opinions set forth below, we have assumed that all such proceedings have been or will be timely completed in the manner presently proposed in the Registration Statement and the Prospectus.

For purposes of issuing the opinions hereinafter expressed, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction as being true copies of (i) the Registration Statement, including the Prospectus, (ii) the articles of incorporation and bylaws of the Company, each as amended to date, (iii) the Purchase Agreement, (iv) the Warrants and (v) such other agreements, instruments, corporate records and other documents as we have deemed necessary or appropriate. We have also obtained from officers, representatives and agents of the Company and from public officials, and have relied upon, such certificates, representations, assurances and public filings, as we have deemed necessary and appropriate for the purpose of issuing this opinion letter.

Without limiting the generality of the foregoing, we have, with your permission, assumed without independent verification that (i) each natural person executing any of the documents we reviewed has sufficient legal capacity to do so; (ii) all documents submitted to us as originals are authentic, the signatures on all documents we reviewed are genuine, and all documents submitted to us as certified, conformed, photostatic, electronic or facsimile copies conform to the original document; (iii) all corporate records

 

 

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