SecProbe.io

June 4 , 2014

Via E -mail
Richard A. King
President and Chief Executive Officer
AcelRx Pharmaceuticals, Inc.
351 Galveston Drive
Redwood City, CA 94063

Re: AcelRx  Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed  May 1 9, 2014
  File No.  333-196089

Dear Mr. King :

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 in your
response.

After revi ewing 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 that page 2 of the legal opinion filed as Exhibit 5.1 indicates that the opinion
“as to the Debt Securities and the Warrants constituting valid and legally binding
obligations of the Company…” is expressed “solely with respect to the laws of the
State of New York.”  As highlighted in Section II.B.1.e of the Division of
Corporation Finance Staff Legal Bulletin No. 19, counsel must also consider the law
of the jurisdiction under which the registrant is organized in order to provide the
binding obligat ion opinion.   Please revise your legal opinion to confirm that with
respect to whether the Debt Securities and Warrants constitute valid and legally
binding obligations of the Company, counsel considered the General Corporation
Law of the State of Delaware  in addition to the laws of the State of New York.
Please file such revised opinion as an exhibit to an amended registration statement.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain th at the filing includes the information the Securities Act of 193 3 and

Richard A. King
AcelRx Pharmaceuticals, Inc.
June 4, 2014
Page 2

 all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accurac y
and adequacy of the disclosures they have made.

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

 shou ld 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 to 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 effectiveness 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 acceleration 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
 Mark Weeks
 Cooley  LLP
3175 Hanover Street
Palo Alto, CA 94304