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Sidley Austin LLP One South Dearborn Street Chicago, IL 60603 +1 312 853 7000 +1 312 853 7036 Fax
AMERICA ASIA PACIFIC EUROPE |
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March 23, 2026
Pyxis Oncology, Inc.
321 Harrison Avenue
Boston, Massachusetts 02118
Re: 3,675,214 shares of Common Stock, $0.001 par value per share
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the “Registration Statement”) being filed by Pyxis Oncology, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of (a) 3,134,511 shares of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company, which may be issued under the Pyxis Oncology, Inc. 2021 Equity and Incentive Plan, as amended (as so amended, the “2021 Plan”), and (b) 540,703 shares of Common Stock, which may be issued under the Apexigen, Inc. 2022 Equity Incentive Plan (the “2022 Plan” and, together with the 2021 Plan, the “Plans,” and the aggregate shares of Common Stock to be registered under the Registration Statement, the “Registered Shares”).
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
We have examined the Registration Statement, the Company’s Amended and Restated Certificate of Incorporation, the Company’s Amended and Restated Bylaws, the Plans, the resolutions adopted by the board of directors of the Company relating to the Registration Statement and the Plans, and the resolutions and proposal adopted by the stockholders of the Company relating to the Plans. In addition, with respect to the 2022 Plan, we have also examined the resolutions adopted by the board of directors of Brookline Capital Acquisition Corp. (“Brookline”) relating to the 2022 Plan and the proposal adopted by the stockholders of Brookline relating to the 2022 Plan. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of the Company and other corporate documents and instruments, and have examined such questions of law, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all

