As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/30/15  Tracon Pharmaceuticals, Inc.      S-8         1/30/15    4:288K                                   Merrill Corp-MD/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to         HTML    110K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5.1      Opinion re: Legality                                HTML     12K 
 3: EX-23.1     Consent of Experts or Counsel                       HTML      6K 
 4: EX-99.3     Miscellaneous Exhibit                               HTML     68K 

Exhibit 5.1

 

 

Charles S. Kim

T: +1 858 550 6049

ckim@cooley.com

 

January 30, 2015

 

TRACON Pharmaceuticals, Inc.

8310 University Center Lane, Suite 700

San Diego, California 92122

 

Ladies and Gentlemen:

 

You have requested our opinion, as counsel to TRACON Pharmaceuticals, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission, covering the offering of up to an aggregate of 3,060,315 shares of the Company’s Common Stock, $0.001 par value (the “Shares”), including (i) 1,023,847 shares (the “2011 Plan Shares”) reserved for issuance under the Company’s 2011 Equity Incentive Plan (the “2011 Plan”), (ii) 1,853,006 shares (the “2015 Plan Shares”) reserved for issuance under the Company’s 2015 Equity Incentive Plan (the “2015 Plan”), and (iii) 183,462 shares (the “ESPP Shares”) reserved for issuance pursuant to the Company’s 2015 Employee Stock Purchase Plan (the “ESPP”).

 

In connection with this opinion, we have examined and relied upon the Registration Statement and related prospectuses, the Company’s Amended and Restated Certificate of Incorporation, as amended, and Bylaws, as amended, its forms of Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws to be effective upon the closing of the Company’s initial public offering, the 2011 Plan, the 2015 Plan, the ESPP and such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.  We have assumed the genuineness and authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies thereof.

 

Our opinion is expressed only with respect to the federal laws of the United States of America and the General Corporation Law of the State of Delaware. We express no opinion as to whether the laws of any particular jurisdiction other than those identified above are applicable to the subject matter hereof.

 

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the 2011 Plan Shares, when sold and issued in accordance with the 2011 Plan, the 2015 Plan Shares when sold and issued in accordance with the 2015 Plan and the ESPP Shares, when sold and issued in accordance with the ESPP, and in each case when sold and issued in accordance with the Registration Statement and related prospectus, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

 

4401 EASTGATE MALL, SAN DIEGO, CA 92121  T: (858) 550-6000  F: (858) 550-6420  WWW.COOLEY.COM

 

 

 

TRACON Pharmaceuticals, Inc.

January 30, 2015

Page Two

 

We consent to the filing of this opinion as an exhibit to the Registration Statement.

 

Sincerely,

 

Cooley LLP

 

 

By:	/s/ Charles S. Kim
	Charles S. Kim

 

4401 EASTGATE MALL, SAN DIEGO, CA 92121  T: (858) 550-6000  F: (858) 550-6420  WWW.COOLEY.COM

 

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/07/24  Tracon Pharmaceuticals, Inc.      S-8         3/07/24    4:192K                                   Donnelley … Solutions/FA
 3/08/23  Tracon Pharmaceuticals, Inc.      S-8         3/08/23    4:189K                                   ActiveDisclosure/FA
 3/16/22  Tracon Pharmaceuticals, Inc.      S-8         3/16/22    4:193K                                   ActiveDisclosure/FA
 7/22/21  Tracon Pharmaceuticals, Inc.      S-8         7/22/21    3:165K                                   ActiveDisclosure/FA
 2/25/21  Tracon Pharmaceuticals, Inc.      S-8         2/25/21    3:141K                                   ActiveDisclosure/FA