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 September 20, 2018 (the "Purchase Agreement"), relating to
the issuance and sale by the Company of an aggregate of (i) shares (the "Closing Shares" and together with the Warrant Shares (as defined below), the
"Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), and (ii) common stock purchase warrants
(collectively, the "Warrants") to purchase additional shares of Common Stock (the "Warrant Shares" and together with the Closing Shares and 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 made
100 North City Parkway, Suite 1600
Las Vegas, NV 89106-4614