January 4, 2018
Proteon Therapeutics, Inc.
200 West Street
Cambridge, MA 02145
|Re:||Registration Statement on Form S-8; 3,738,159 shares of Common Stock of Proteon Therapeutics, Inc., par value $0.001 per
Ladies and Gentlemen:
We have acted as counsel to Proteon Therapeutics,
Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of 3,738,159
shares of common stock of the Company, par value $0.001 per share (the “Shares”), issuable under the Company’s
Amended and Restated 2014 Equity Incentive Plan (the “2014 Plan”) and 2014 Employee Stock Purchase Plan (the
“ESPP” and together with the 2014 Plan, the “Plans”).
The Shares are included in a registration statement
on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange
Commission (the “Commission”) on January 4, 2018 (the “Registration Statement”). This opinion
is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is
expressed herein as to any matter pertaining to the contents of the Registration Statement or the related prospectuses, other than
as expressly stated herein with respect to the issuance of the
As such counsel, we have examined such matters
of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon
certificates and other assurances of officers of the Company and others as to factual matters without having independently verified
such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”),
and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters
set forth herein, it is our opinion that, as of the date hereof, when the Shares have been issued and delivered by the Company
against payment therefor in the circumstances contemplated by the Plans, assuming in each case that the individual issuances, grants
or awards under the Plans are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised
in accordance with the requirements of law and the Plans (and the agreements and awards duly adopted thereunder and in accordance
therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and
the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company
will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
This opinion is for your benefit in connection
with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable
provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent,
we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission thereunder.
Very truly yours,
/s/ MORGAN LEWIS & BOCKIUS LLP