SecProbe.io

June 4, 2014

Via E -mail
Peter D. Suzdak
Chief Executive Officer
Rexahn Pharmaceuticals, Inc.
15245 Shady Grove Road, Suite 455
Rockville, Maryland 20850

Re: Rexahn  Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed  May 23 , 2014
  File No.  333-196255

Dear Dr. Suzdak :

We have limited our review of your  regist ration statement to the issue  we hav e addressed
in our comment .

Please respond to this letter by amending your registration statement and providing the
requested information .  Where  you do not believe our comment  applies  to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why i n your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments.

Exhibit 5.1

1. We note the language o n page 2  of the legal opinion filed as Exhibit 5.1 that “the
opinions given in paragraphs (c) and (d) …” are  expressed  solely with respect to “the laws
of the State of New York …”  As hig hlighted in Section s II.B.1. f. of the Division of
Corporation Finance Staff Legal Bulletin No. 19, counsel must consider the law of the
jurisdiction under which th e registrant is organized in order to provide  the binding
obligation opinion  with respect to warrants being offered under the registration stat ement.
As such, p lease re vise the legal opinion with respect to whether the Preferred Stock
Warrants and the Common Stock Wa rrants will constitute  valid and binding obligations
of the Company to confirm t hat such opinion is based on both Delaware General
Corporation Law  and the laws of the State of New York.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and it s management are in

Peter D. Suzdak
Rexahn Pharmaceuticals, Inc.
June 4, 2014
Page 2

 possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comment , in the event you request acceleration of the effective dat e
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceler ation of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Christina De Rosa  at (202) 551 -3577 , Bryan Pitko at (202) 551 -3203  or
me at (202) 551 -3715  with any other questions.

Sincerely,

 /s/ Bryan J. Pitko  for

Jeffrey P. Riedler
Assistant Director
cc: Via E -mail
 William Intner
Hogan Lovells US LLP
100 International Drive, Suite 2000
Baltimore, Maryland 21202