One Financial Center
Boston, MA 02111
617 542 6000
December 4, 2019
Pieris Pharmaceuticals, Inc.
255 State Street, 9th Floor
Boston, MA 02109
Ladies and Gentlemen:
We have acted as counsel to Pieris Pharmaceuticals, Inc. (the Company) in connection with the filing by the Company of a Registration Statement on Form S-3 (as amended, the Registration Statement) with the Securities and Exchange Commission (the Commission) relating to the registration under the Securities Act of 1933, as amended (the Securities Act), the offering from time to time by the selling stockholders, as described in the Registration Statement, of up to 18,029,920 shares of the Companys common stock, par value $0.001 per share (the Common Shares), consisting of (a) 5,492,960 Common Shares (the Private Placement Shares), (ii) 3,522,000 Common Shares (the Underlying Shares) issuable upon the conversion of 3,522 shares of the Companys Series C Convertible Preferred Stock, par value $0.001 per share (the Series C Preferred Shares), and (iii) 9,014,960 Common Shares (the Warrant Shares) issuable upon exercise of common stock purchase warrants (the Warrants and together with the Private Placement Shares and the Series C Preferred Shares, the PIPE Securities). The PIPE Securities were sold to accredited investors in a private placement offering which closed on November 6, 2019.
In connection with this opinion, we have examined the Companys Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, each as currently in effect; such other records of the corporate proceedings of the Company and certificates of the Companys officers as we have deemed relevant; and the Registration Statement and the exhibits thereto.
In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies, and the truth and correctness of any representations and warranties contained therein. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.
Our opinion is limited to the general corporate laws of the State of Nevada and we express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed herein with respect to the qualification of the Common Shares under the securities or blue sky laws of any state or any foreign jurisdiction.
BOSTON LONDON LOS ANGELES NEW YORK SAN DIEGO SAN FRANCISCO WASHINGTON
MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
December 4, 2019
Based upon and subject to the foregoing, it is our opinion that: (i) the Private Placement Shares and Series C Preferred Shares are validly issued, fully paid and non-assessable, (ii) the Underlying Shares have been duly authorized and, when issued and delivered by the Company upon conversion of the Series C Preferred Shares in accordance with the terms of the Companys Amended and Restated Articles of Incorporation, including the Certificate of Designation for the Series C Preferred Shares, and the Registration Statement, including the payment of the conversion price therefor, the Underlying Shares will be validly issued, fully paid and non-assessable and (iii) the Warrant Shares have been duly authorized and, when issued and delivered by the Company upon exercise of the Warrants in accordance with the Warrants and the Registration Statement, including the payment of the exercise price therefor, the Warrant Shares will be validly issued, fully paid and non-assessable.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.
We understand that you wish to file this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act and to reference the firms name under the caption Legal Matters in the prospectus which forms part of the Registration Statement, and we hereby consent thereto. 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 Securities Act or the rules and regulations of the Commission promulgated thereunder.
|Very truly yours,|
|/s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.|