September 25, 2026 |
79891.00007 |
Viking Therapeutics, Inc.
9920 Pacific Heights Blvd, Suite 500
San Diego, CA 92121
Ladies and Gentlemen:
We have acted as counsel to Viking Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) of the rules and regulations of the Securities Act of 1933, as amended (the “Act”), of a prospectus supplement, dated September 23, 2026 (the “Prospectus Supplement”), to the Company’s Registration Statement on Form S-3ASR (File No. 333-297820) filed with the Commission under the Act on July 30, 2026 (the “Registration Statement”), and the related prospectus, dated July 29, 2026, included in the Registration Statement at the time it originally became effective (the “Base Prospectus” and, together with the Prospectus Supplement, the “Prospectus”), relating to the offering by the Company of up to 7,857,143 shares (the “Firm Shares”) of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), and up to an additional 1,178,571 shares of Common Stock (the “Option Shares” and together with the Firm Shares, the “Securities”) subject to an option to purchase additional shares granted to the underwriters of the offering. The Securities are being sold to the several underwriters named in, and pursuant to, an underwriting agreement among the Company and Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, as the representatives of such underwriters, dated as of September 23, 2026 (the “Underwriting Agreement”).
In connection with this opinion, we have examined and relied upon the Registration Statement, the Prospectus, the Underwriting Agreement, the Company’s Amended and Restated Certificate of Incorporation and the Company’s Amended and Restated Bylaws, each as currently in effect, and the originals or copies, certified or otherwise identified to our satisfaction, of such documents, resolutions, certificates and other 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. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters. We have assumed the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies thereof.
Our opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. Our opinion herein is expressed solely with respect to the federal laws of the United States and the General Corporation Law of the State of Delaware. We are not rendering any opinion as to compliance with any federal or state antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof. Our opinion is based on these laws as in effect on the date hereof, and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. We express no opinion as to whether the laws of any particular jurisdiction other than those identified above are applicable to the subject matter hereof.
