EXHIBIT 5.2

EXHIBIT 5.2

WARREN & PEREZ
Berkshire Court
8411 Preston Road
Suite 710
Dallas, Texas 75225

October 2, 1996

Cytoclonal Pharmaceutics Inc.
9000 Harry Hines Boulevard, Suite 330
Dallas, TX 75235
Selling Security Holders
referenced in the Registration Statement

Re: Opinion of Counsel

Ladies and Gentlemen:

We are and have acted as special patent and regulatory counsel to
CYTOCLONAL PHARMACEUTICS INC. (the "Company"). We refer to the Registration
Statement on Form SB-2 (the "Registration Statement") filed by Cytoclonal
Pharmaceutics Inc. (the "Company") with the Securities and Exchange Commission
relating to 500,00 class A Warrants of the Company issued to certain investors
in connection with the Company's bridge financing completed in August 1994 (the
"1994 Bridge Financing"). 1,018,750 Class B Warrants ("Class B Warrants") of the
Company issued to certain investors in connection with the Company's bridge
financing completed in April 1995 (the "1995 Bridge Financing"), 506,250
warrants (the "Blair Warrants") issued to D.H. Blair Investment Banking Corp.
("Blair") as part of its compensation for services as placement agent in the
1994 Bridge Financing and for rendering advice and assistance in structuring the
1995 Bridge Financing and 810,000 shares of Common Stock $.01 par value,
underlying the Class A Warrants, Class B Warrants and Blair Warrant. We have
reviewed and given careful consideration to the following (collectively, the
"Documents"):

(i) the Registration Statement;

(ii) an on-line database search conducted October 17, 1995
and updated to October 2, 1996 designed to uncover
potential prior art relating to the various
technologies and, in particular, a




Cytoclonal Pharmaceutics Inc.
Selling Security Holders
referenced in the Registration Statement
October 2, 1996
Page 2

thorough search relating to the taxol technology of
both the patents that have issued and technologies that
are in the public domain.

(iii) originals, or copies certified or otherwise identified
to our satisfaction, of such corporate records of the
Company, certificates of officers of the Company and
of public officials and such other documents as we
have deemed appropriate as a basis for the opinions
expressed below.

Based upon and subject to the foregoing, and a review of such matters
of law as we deem appropriate, it is our opinion that:

1. The material set forth in the Registration Statement under "Risk -
Factors Royalty Obligations; Possible Loss of Patents and other Proprietary
Rights," "Uncertain Ability to Protect Proprietary Technology" and "Business -
Patents, Licenses and Proprietary Rights", accurately and adequately discloses
the Company's patent position and does not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.

2. The patent applications referred to in the Registration Statement
were properly filed and the Patent and Trademark Office has not taken
substantive action with respect thereto. There has not been any inappropriate
public use or sale by the Company prior to the filing of any of the patents or
patent applications which would affect their validity and the claims contained
in the applications represent valid patent claims. We have no reason to believe
that patents will not issue with respect thereto or that the claims contained in
the applications conflict with the rights of others.

3. There are no facts which would preclude the Company from having
clear title to the United States patents and United States patent applications
owned by the Company. The Company has not received any notice challenging the
validity or enforceability of any of the United States patents owned by, or
licensed to, the Company. The Company does not lack or will not be unable to
obtain any rights or license to use United States patents necessary to its
business as currently conducted.

4. There are no material legal or governmental proceedings pending or
threatened with respect to any patents of the Company. There have been no claims
asserted against the Company relating to the potential infringement of or
conflict with any patents, trademarks, copyrights or trade secrets of others.
Based on the searches referred to above for existing United States patens with




Cytoclonal Pharmaceutics Inc.
Selling Security Holders
referenced in the Registration Statement
October 2, 1996
Page 3


claims that might cover the Company's technology, the Company's technology does
not infringe any United States patents.


5. To these best of our knowledge, the Company is in compliance in all
material respects with the material provisions of all applicable rules and
regulations of the U.S. Food and Drug Administration ("FDA"), compliance with
which is necessary to its business as currently conducted. The statements of
federal law or regulation contained under the captions "Risk Factors - No
Assurance of FDA Approval; Government Regulation" and "Business - Government
Regulation" and other references in the Registration Statement to FDA regulatory
matters (collectively, the "Regulatory Portion") are, in all material respects
correct and accurate statements or summaries of applicable federal law and
regulation, subject to the qualifications set forth therein; and

6. To the best of our knowledge, the Regulatory Portion does not
contain any untrue statement of a material fact, or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading.

Sincerely,

/S/Warren & Perez
---------------------------
WARREN & PEREZ