March 31, 2026
SAB Biotherapeutics, Inc.
777 W 41st St
Miami Beach, Florida, 33140
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to SAB Biotherapeutics, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”) of the issuance from time to time of 15,787,100 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), pursuant to the Company’s 2021 Omnibus Equity Incentive Plan (as amended, the “2021 Plan”) on a Registration Statement on Form S-8 being filed on the date hereof by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act (such registration statement, as it may be amended, the “Registration Statement”).
We are delivering this opinion to you in accordance with your request and in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
In connection with rendering this opinion, we have examined originals, certified copies or copies otherwise identified as being true copies of the following:
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the Registration Statement, together with the exhibits filed as a part thereof and including any documents incorporated by reference therein; |
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the Amended and Restated Certificate of Incorporation of the Company, as amended; |
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the Amended and Restated Bylaws of the Company; |
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the 2021 Plan; |
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corporate resolutions and proceedings of the Company relating to the registration of the Shares; and |
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such other instruments and documents as we have deemed relevant or necessary in connection with our opinions set forth herein. |
We have made such examination of law as we have deemed necessary to express the opinion contained herein. As to matters of fact relevant to this opinion, we have relied upon, and assumed without independent verification, the accuracy of certificates of public officials and officers of the Company. We have assumed the genuineness of all