SecProbe.io

CORRESP
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Paul, Weiss, Rifkind, Wharton & Garrison
LLP

1285 Avenue of the Americas

New York, New York 10019-6064

July 6, 2015

Via EDGAR

Mr. Ronald E. Alper

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

vTv Therapeutics Inc.

Amendment No. 2 to Registration Statement on Form S-1

Filed July 1, 2015

File No. 333-204951

Ladies and Gentlemen:

As previously discussed with the
Staff of the Securities and Exchange Commission (the “Commission”), on behalf of our client, vTv
Therapeutics Inc., a Delaware corporation (the “Company”), we hereby submit in electronic form the
accompanying changed pages (“Changed Pages”) to the Registration Statement (the “Registration
Statement”) on Form S-1 of the Company marked to indicate proposed changes to Amendment No. 2 to the
Registration Statement filed with the Commission on July 1, 2015. The accompanying Changed Pages reflect proposed changes
that were discussed with the Staff of the Commission on July 2, 2015. We also hereby enclose the draft of our opinion as to
the legality of the shares of the Company’s Class A common stock being registered.

* * * *

If you have any questions concerning the accompanying
pages, please do not hesitate to contact either the undersigned at (212) 373-3052 or David E. Sobel at (212) 373-3226.

Sincerely,

/s/ Lawrence G. Wee

Lawrence G. Wee, Esq.

    cc:
    Stephen L. Holcombe

    vTv Therapeutics Inc.

    Marc D. Jaffe, Esq.

    Senet S. Bischoff, Esq.

    Latham & Watkins LLP

Draft
7/6/2015

Paul, Weiss, Rifkind, Wharton & Garrison
LLP

1285 Avenue of the Americas

New York, New York 10019-6064

212-373-3000

212-757-3990

July    , 2015

vTv Therapeutics Inc.

4170 Mendenhall Oaks Pkwy

High Point, NC 27265

Registration Statement on Form S-1

(Registration No. 333-204951)

Ladies and Gentlemen:

We have acted as special counsel to vTv Therapeutics
Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-1, as amended
(the “Registration Statement”), of the Company, filed with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (the “Rules”). You have asked
us to furnish our opinion as to the legality of the securities being registered under the Registration Statement. The Registration
Statement relates to the registration under the Act of up to                shares (the “Shares”) of the Company’s Class
A common stock, par value $0.01 per share (the “Common Stock”), that may be offered by the Company (including shares
issuable by the Company upon exercise of the underwriters’ over-allotment option).

In connection with the furnishing of this
opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents
(collectively, the “Documents”):

1.
the Registration Statement;

2.
the form of the Underwriting Agreement (the “Underwriting Agreement”), included as Exhibit 1.1 to the Registration
Statement;

3.
the form of the Amended and Restated Certificate of Incorporation of the Company, included as Exhibit 3.3 to the Registration
Statement; and

4.
the form of the Amended and Restated By-laws of the Company, included as Exhibit 3.4 to the Registration Statement.

In addition, we have examined (i) such corporate
records of the Company that we have considered appropriate, including a copy of the certificate of incorporation, as amended, and
by-laws, as amended, of the Company, certified by the Company as in effect on the date of this letter, and copies of resolutions
of the board of directors of the Company relating to the issuance of the Shares, certified by the Company, and (ii) such other
certificates, agreements and documents that we deemed relevant and necessary as a basis for the opinions expressed below. We have
also relied upon the factual matters contained in the representations and warranties of the Company made in the Documents and upon
certificates of public officials and the officers of the Company.

In our examination of the documents referred
to above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals
who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity
to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements
or other documents, the authenticity of all the latter documents and that the statements regarding matters of fact in the certificates,
records, agreements, instruments and documents that we have examined are accurate and complete.

Based upon the above, and subject to the stated
assumptions, exceptions and qualifications, we are of the opinion that the Shares have been duly authorized by all necessary corporate
action on the part of the Company and, when issued, delivered and paid for as contemplated in the Registration Statement
and in accordance with the terms of the Underwriting Agreement, the Shares will be validly issued, fully paid and non-assessable.

The opinion expressed above is limited to
the General Corporation Law of the State of Delaware.  Our opinion is rendered only with respect to the laws, and the
rules, regulations and orders under those laws, that are currently in effect.

We hereby consent to use of this opinion
as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” contained
in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we come within the
category of persons whose consent is required by the Act or the Rules.

    Very truly yours,

    PAUL, WEISS,
RIFKIND, WHARTON & GARRISON LLP