January 20, 2026
LeonaBio, Inc.
18706 North Creek Parkway, Suite 104
Bothell, Washington 98011
Re: Registration Statement on Form S‑3
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-3 (the “Registration Statement”), filed by LeonaBio, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) in connection with the registration pursuant to the Securities Act of 1933, as amended (the “Securities Act”), of the Shares and Warrant Shares (each as defined below).
The Registration Statement relates to the proposed offer and sale by the selling stockholders (the “Selling Stockholders”), from time to time, pursuant to Rule 415 under the Securities Act, as set forth in the Registration Statement, the prospectus contained therein (the “Prospectus”) and any supplements to the prospectus referred to therein (each a “Prospectus Supplement”), of (i) up to 5,356,547 shares of the Company’s common stock that are issued and outstanding (the “Shares”), (ii) up to 8,816,684 shares of the Company’s common stock (the “Pre-Funded Warrant Shares”) that are issuable upon exercise of outstanding prefunded warrants (the “Pre-Funded Warrants”) to purchase the Company’s common stock, (iii) up to 23,031,494 shares of the Company’s common stock (the “Series A Warrant Shares”) that are issuable upon exercise of outstanding warrants (the “Series A Warrants”) to purchase the Company’s common stock, and (iv) up to 21,259,842 shares of the Company’s common stock (the “Series B Warrant Shares”, together with the Pre-Funded Warrant Shares and the Series A Warrants Shares, the “Warrant Shares”) that are issuable upon exercise of outstanding warrants (the “Series B Warrants”, together with the Pre-Funded Warrants and the Series B Warrants, the “Warrants”).
The Shares and Warrant Shares are to be sold from time to time as set forth in the Registration Statement, the Prospectus contained therein and the Prospectus Supplements.
We have examined instruments, documents, certificates and records that we have deemed relevant and necessary for the basis of our opinions hereinafter expressed. In such examination, we have assumed (1) the authenticity of original documents and the genuineness of all signatures, (2) the conformity to the originals of all documents submitted to us as copies, (3) the truth, accuracy, and completeness of the information, representations and warranties contained in the instruments, documents, certificates and records we have reviewed, (4) that the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective under the Securities Act; (5) that a Prospectus Supplement, as applicable, will have been filed with the SEC describing the Shares and Warrant Shares offered thereby; (6) that the Shares and Warrant Shares will be issued and sold in compliance with applicable U.S. federal and state securities laws and in the manner stated in the Registration Statement and the applicable Prospectus Supplement; (7) that a definitive purchase, underwriting or similar agreement with respect to any Shares and Warrant Shares offered will have been duly authorized and validly
