Seelos Therapeutics, Inc.
February 1, 2019
made available to us by the Company, and all public
records we have reviewed, are accurate and complete; and (iv) after any issuance of Warrant Shares, the total number of issued and outstanding shares of Common Stock, together with the
total number of shares of Common Stock then reserved for issuance or obligated to be issued by the Company pursuant to any agreement or arrangement or otherwise, will not exceed the total
number of shares of Common Stock then authorized under the Company's articles of incorporation.
We are qualified to practice law in the State of Nevada. The opinions set forth herein are expressly limited to and based exclusively on the general corporate laws of the State of Nevada,
and we do not purport to be experts on, or to express any opinion with respect to the applicability or effect of, the laws of any other jurisdiction. We express no opinion concerning, and we
assume no responsibility as to laws or judicial decisions related to any federal laws, rules or regulations, including, without limitation, any federal securities laws, rules or regulations, or any state
securities or "blue sky" laws, rules or regulations.
Based on the foregoing and in reliance thereon, having regard to legal considerations and other information that we deem relevant, and subject to the qualifications, limitations and
assumptions set forth herein, we are of the opinion that:
- The Securities have been duly authorized by the Company.
- If, when and to the extent any Warrant Shares are issued in accordance with the terms of, and in the manner contemplated by, the relevant Warrant(s), including the due and proper exercise
of such Warrant(s) and payment in full to the Company of the exercise price and other consideration for the Warrant Shares as required thereunder, and in accordance with the proceedings
described in, and in the manner contemplated by, the Registration Statement and the Prospectus, such Warrant Shares will be validly issued, fully paid and nonassessable.
The opinions expressed herein are based upon the applicable laws of the State of Nevada and the facts in existence on the date of this opinion letter. In delivering this opinion letter to you,
we disclaim any obligation to update or supplement the opinions set forth herein or to apprise you of any changes in any laws or facts after such time as the Registration Statement is declared
effective. No opinion is offered or implied as to any matter, and no inference may be drawn, beyond the strict scope of the specific issues expressly addressed by the opinions set forth
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading "Legal
Matters". In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the
Commission promulgated thereunder. Subject to all of the qualifications, limitations, exceptions, restrictions and assumptions set forth herein, Paul Hastings LLP may rely on this opinion letter
as if it were an addressee hereof on this date for the sole purpose of issuing its opinion letter to the Company relating to the registration of the Warrants, as filed with the Commission as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Brownstein Hyatt Farber Schreck, LLP