April 24, 2025
Applied Therapeutics, Inc.
545 Fifth Avenue, Suite 1400
New York, NY 10017
Re: Securities Being Registered under Registration Statement on Form S-8
We have acted as your counsel in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to (i) 3,000,000 shares (the “Inducement Shares”) of Common Stock, par value $0.0001 per share (“Common Stock”), of Applied Therapeutics, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to non-qualified option grant agreements providing for employee inducement grants between the Company and a certain employee, which were entered into in connection with the commencement of such employees’ employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4) (collectively, the “Inducement Award Agreements”) and (ii) 11,104,928 shares of Common Stock (together with the Inducement Shares, the “Shares”), that may be issued pursuant to the Company’s 2019 Equity Incentive Plan, as amended (the “Plan”).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
For purposes of the opinion set forth below, we have assumed that, at the time Shares are issued, the total number of then unissued Shares, when added to the number of shares of Common Stock issued, subscribed for, or otherwise committed to be issued, does not exceed the number of shares of Common Stock authorized by the Company’s certificate of incorporation.
The opinion set forth below is limited to the Delaware General Corporation Law.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when delivered against payment therefor in accordance with the terms of the Inducement Award Agreements or the Plan, as applicable, will be validly issued, fully paid and nonassessable.
This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).