EX-5.1 2 ex_102870.htm EXHIBIT 5.1 ex_102870.htm

Exhibit 5.1



Matthew P. Dubofsky

T: +1 720 566 4244





March 30, 2018


KemPharm, Inc.

2500 Crosspark Road, Suite E126

Coralville, Iowa 52241


Re:     Registration on Form S-8


Ladies and Gentlemen:


We have acted as counsel to KemPharm, Inc., a Delaware corporation (the “Company”), in connection with the filing of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of up to 586,297 shares of the Company’s Common Stock, $0.0001 par value (the “Shares”), pursuant to the Company’s 2014 Equity Incentive Plan (the “2014 Plan”).


In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related Prospectus included therein, (b) the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, (c) the 2014 Plan and (d) such other records, documents, certificates, memoranda, and other instruments as we deem 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, and we have assumed the due execution and delivery of all documents where due execution and delivery are prerequisite to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought independently to verify such matters.


Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.


On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the 2014 Plan, 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).


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




Cooley LLP



By: /s/ Matthew P. Dubofsky       

Matthew P. Dubofsky



380 Interlocken Crescent, Suite 900, Broomfield, CO 80021-8023  T: (720) 566-4000  F: (720) 566-4099  www.cooley.com