Bingham McCutchen LLP
One Federal Street
Boston, Massachusetts 02110
October 7, 2014
Proteon Therapeutics, Inc.
200 West Street
Waltham, MA 02451
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel to Proteon Therapeutics, Inc., a Delaware corporation (the Company), in connection with the Companys registration statement on Form S-1 (Registration No. 333-198777) initially filed with the Securities and Exchange Commission on September 16, 2014, as amended to date (the Registration Statement), under the Securities Act of 1933, as amended (the Act). The Registration Statement relates to the registration of the offer and sale of up to 4,700,000 shares of the Companys Common Stock, par value $0.001 per share (the Common Stock), including up to 705,000 shares of Common Stock that may be offered and sold by the Company to cover over-allotments pursuant to the Registration Statement (together, the Shares).
We have reviewed the corporate proceedings of the Company with respect to the authorization of the issuance of the Shares. As such counsel, we have also examined originals, or copies certified or otherwise identified
to our satisfaction, of the Registration Statement and the exhibits thereto and such other documents, corporate records and other instruments as we have deemed necessary or appropriate for the purpose of this opinion. As to questions of fact material to this opinion, we have relied on certificates or comparable documents of public officials and of officers and representatives of the Company. In rendering the opinion expressed below, we have assumed without verification the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of such copies. We have also assumed that an Underwriting Agreement substantially in the form of Exhibit 1.1 to the Registration Statement, by and among the Company and the underwriters named therein (the Underwriting Agreement), will have been duly executed and delivered pursuant to the authorizing resolutions of the Board of Directors of the Company and the pricing committee thereof.
We have also assumed that, at or prior to the time of the issuance and delivery of any Shares, the Registration Statement will have been declared effective under the Act, that the Shares will have been registered under the Act pursuant to the Registration Statement and that such Registration Statement will not have been modified or rescinded, and that there will not have occurred any change in law affecting the validity of the issuance of the Shares.
This opinion is limited solely to the Delaware General Corporation Law, as applied by courts located in Delaware.
Based upon and subject to the foregoing, we are of the opinion that, upon the effectiveness of the Companys Sixth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, a form of which has been filed as an exhibit to the Registration Statement, the Shares