|
|
|
|
May 30, 2025
Sutro Biopharma, Inc.
111 Oyster Point Blvd.
South San Francisco, California 94080
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
As counsel to Sutro Biopharma, Inc., a Delaware corporation (the “Company”), we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on or about May 30, 2025 in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 2,250,000 shares (the “Shares”) of the Company’s Common Stock, $0.001 par value (the “Common Stock”) that are subject to issuance by the Company upon the exercise or settlement of awards granted or to be granted under the Amended and Restated 2021 Equity Inducement Plan (the “2021 Inducement Plan”).
As to matters of fact relevant to the opinions rendered herein, we have examined such documents, certificates and other instruments which we have deemed necessary or advisable, including a certificate addressed to us and dated the date hereof executed by the Company (the “Opinion Certificate”). We have not undertaken any independent investigation to verify the accuracy of any such information, representations or warranties or to determine the existence or absence of any fact, and no inference as to our knowledge of the existence or absence of any fact should be drawn from our representation of the Company or the rendering of the opinion set forth below. We have not considered parol evidence in connection with any of the agreements or instruments reviewed by us in connection with this letter.
In our examination of documents for purposes of this letter, we have assumed, and express no opinion as to, the genuineness and authenticity of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, that each document is what it purports to be, the conformity to originals of all documents submitted to us as copies or facsimile copies, the absence of any termination, modification or waiver of or amendment to any document reviewed by us (other than as has been disclosed to us), the legal competence or capacity of all persons or entities (other than the Company) executing the same and (other than the Company) the due authorization, execution and delivery of all documents by each party thereto. We have also assumed the conformity of the documents filed with the Commission via the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”), except for required EDGAR formatting changes, to physical copies submitted for our examination.