August 13, 2025 96254.00001
Aardvark Therapeutics, Inc.
4370 La Jolla Village Drive, Suite 1050
San Diego, CA 92122
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Aardvark Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with the registration statement on Form S-8 to be filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) on or about the date hereof (the “Registration Statement”) to effect registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 900,000 shares (the “Shares”) of the Company’s common stock, $0.00001 par value per share (“Common Stock”), comprised of (i) 147,872 shares of Common Stock issuable upon the vesting and exercise of outstanding options granted by the Company pursuant to the Aardvark Therapeutics, Inc. 2025 Inducement Equity Incentive Plan (the “Inducement Plan”); and (ii) 752,128 shares of Common Stock reserved for awards available for future issuance under the Inducement Plan.
As such counsel and for purposes of our opinion set forth below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such documents, resolutions, certificates and instruments of the Company and corporate records furnished to us by the Company, and have reviewed certificates of public officials, statutes, records and such other instruments and documents as we have deemed necessary or appropriate as a basis for the opinion set forth below, including, without limitation:
(i) the Registration Statement;
(ii) the Fourth Amended and Restated Certificate of Incorporation of the Company, as amended from time to time, as certified as of August 13, 2025 by the Office of the Secretary of State of the State of Delaware;
(iii) the Amended and Restated Bylaws of the Company as presently in effect, as certified by an officer of the Company on August 13, 2025;
(iv) the Inducement Plan and the forms of award agreements related thereto that were attached as exhibits to the Registration Statement or otherwise incorporated by reference into the Registration Statement; and
(v) the resolutions adopted by the compensation committee of the board of directors of the Company regarding the Inducement Plan and other matters related thereto, as certified by an officer of the Company on August 13, 2025.
In addition to the foregoing, we have made such investigations of law as we have deemed necessary or appropriate as a basis for the opinion set forth in this opinion letter.
In such examination and in rendering the opinion expressed below, we have assumed, without independent investigation or verification: (i) the genuineness of all signatures on all agreements, instruments, corporate records, certificates and other documents submitted to us; (ii) the authenticity and completeness of all agreements, instruments, corporate records, certificates and other documents submitted to us as originals; (iii) that all agreements, instruments, corporate records, certificates and other documents submitted to us as certified, electronic, facsimile, conformed, photostatic or other copies conform to originals thereof, and that such originals are authentic and complete; (iv) the legal capacity and authority of all persons or entities (other than the Company) executing all agreements, instruments, corporate records, certificates and other documents submitted to us; (v) the due authorization, execution and delivery of all agreements, instruments, corporate records, certificates and other documents by all parties thereto (other than the Company); (vi) that no documents submitted to us have been amended or terminated orally or in writing except as has been disclosed to us in writing; (vii) that the statements contained in the certificates and comparable documents of public officials, officers and representatives of the Company and other persons on which we have relied for the purposes of this opinion letter are true and correct; (viii) that the Company is in good standing in the State of Delaware and the State of California as of the date hereof; and (ix) that each of the officers and directors of the Company has properly exercised his or her fiduciary duties. As to all questions of