Exhibit 5.1

faegredrinker.com

Faegre Drinker Biddle & Reath LLP

2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota  55402

+1 612 766 7000 main

+1 612 766 1600 fax

February 10, 2023

Panbela Therapeutics, Inc.

712 Vista Boulevard #305

Waconia, MN 55387

Ladies and Gentlemen:

We have acted as counsel to Panbela Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with the registration of the offer and sale by the Company of up to 13,350,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) issuable from time to time upon the exercise of warrants previously issued by the Company (the “Warrants”), pursuant to the Registration Statement on Form S-1 (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), including a related prospectus filed with the Registration Statement (the “Prospectus”). The Shares are to be sold by the Company as described in the Registration Statement and the Prospectus.

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S‑K.

In this capacity, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the Registration Statement and Prospectus, (ii) the Placement Agency Agreement dated as of January 26, 2023 by and between Roth Capital Partners, LLC and the Company, which is filed as Exhibit 10.34 to the Registration Statement (the “Placement Agreement”), (iii) the form of Securities Purchase Agreement dated as of January 26, 2023 between the Company and each purchaser identified on the signature pages thereto, filed as Exhibit 10.33 to the Registration Statement (the “Purchase Agreement”), (iv) the form of Common Stock Purchase Warrant filed as Exhibit 4.12 to the Registration Statement, (v) the Warrant Agency Agreement dated as of January 30, 2023 filed as Exhibit 4.11 to the Registration Statement (the “Warrant Agreement”), (vi) the Company’s Restated Certificate of Incorporation, as amended to date, in the form filed as Exhibit 3.1 to the Registration Statement, (vii) the Company’s Bylaws, as amended to date, in the form filed as Exhibit 3.2 to the Registration Statement, and (viii) the corporate proceedings of the Company taken to date. We have also examined such authorities of law as we have deemed relevant as a basis for our opinions hereinafter set forth.

In rendering the opinions set forth below, we have assumed, without investigation, (i) the legal capacity of each natural person signing any of the documents and corporate records examined by us, (ii) the genuineness of all signatures, including electronic signatures, appearing upon the documents submitted to us for review, (iii) the authenticity of documents submitted to us as originals, (iv) the conformity to authentic original documents of documents submitted to us as copies, (v) the truth, accuracy and completeness of all corporate records and other documents and information made available to us by the Company, (vi) the absence of any undisclosed modifications to the agreements and instruments reviewed by us, and (vii) that each party to the Placement Agreement, the Purchase Agreement and the Warrant Agreement (other than the Company) will have duly authorized, executed and delivered such agreements or instruments and complied with all legal requirements pertaining to its status as such status relates to the right to enforce such agreements or instruments against the Company and will have satisfied those legal requirements applicable to it to the extent necessary to make such agreements or instruments enforceable against it. We have not independently established or verified any facts relevant to the opinions expressed herein, but have relied upon certificates, statements and representations of officers and other representatives of the Company, public officials and others as to factual matters.

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Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that following the exercise of the Warrants pursuant to their terms, receipt by the Company of the exercise price for the Shares as specified in the Warrants and issuance by the Company of the Shares thereunder, including the book entry registration and issuance thereof by the Company’s transfer agent and registrar, the Shares will be validly issued, fully paid, and nonassessable.

We express no opinion to the extent that, notwithstanding the Company’s current reservation of the maximum number of Shares as of the date hereof, future issuances of securities of the Company and/or antidilution adjustments to outstanding securities of the Company, including the Warrants, may cause the Warrants to be exercisable for more shares of Common Stock than the number that then remain authorized but unissued. Further, we have assumed the Exercise Price (as defined in the Warrants) will not be adjusted to an amount below the par value per share of the Shares.

This opinion is limited to the General Corporation Law of the State of Delaware. We express no opinion as to any other matters, including without limitation any matters relating to the securities or blue sky laws of any jurisdiction or any rules or regulations thereunder, and no opinion may be inferred or implied beyond that expressly stated herein.

We hereby consent to the filing of this opinion letter with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not hereby admit that we come within the categories of persons whose consent is required under Section 7 of the Act or under the rules and regulations of the Commission issued thereunder.

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This opinion letter is given as of the date hereof, and we assume no responsibility for updating this opinion letter or the opinions or statements set forth herein to take into account any event, action, interpretation or change in facts or law occurring subsequent to the date hereof that may affect the validity of any of such opinions or statements.

Very truly yours,

FAEGRE DRINKER BIDDLE & REATH LLP

By /s/ Joshua L. Colburn                  
Joshua L. Colburn, Partner