OPINION OF MORRISON COHEN SINGER & WEINSTEIN, LLP

EXHIBIT 5.1

MORRISON COHEN SINGER & WEINSTEIN, LLP
750 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 735-8600
FACSIMILE (212) 735-8708

March 31, 2000

Cytoclonal Pharmaceutics Inc.
9000 Harry Hines Boulevard
Dallas, Texas 75235

Re: Registration Statement on Form S-3

Dear Sirs:

We refer to Registration Statement on Form S-3 (the "Registration
Statement") filed by you, Cytoclonal Pharmaceutics Inc., a Delaware corporation
(the "Company"), pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), with the Securities and Exchange Commission thereby
registering an aggregate of 1,143,408 shares of common stock, $.01 par value per
share (the "Common Stock"), 194,909 class C warrants (the "Class C Warrants")
and 389,818 class D warrants (the "Class D Warrants").

We have examined and are familiar with 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 the foregoing, we are of the opinion that:

1. The Class C Warrants have been duly and validly authorized and when
sold, paid for and issued upon the exercise of the Unit Purchase Options in
accordance with the terms of the Unit Purchase Options, will be duly and
validly issued, fully paid and nonassessable.

2. The Class D Warrants have been duly and validly authorized and when
sold, paid for and issued upon exercise of the Unit Purchase Options and
the Class C Warrants in accordance with the terms of the Unit Purchase
Option, will be duly and validly issued, fully paid and non-assessable.

3. The Common Stock has been duly and validly authorized and when
sold, paid for and issued upon the exercise of the Unit Purchase Options,
Class C Warrants and Class D Warrants in accordance with the terms of the
Unit Purchase Option, will be duly and validly issued, fully paid and
nonassessable.

4. The Common Stock issuable upon exercise of the options and warrants
described in the Registration Statement has been duly and validly
authorized and when sold, paid for and issued in accordance with the terms
of such options and warrants will be duly and validly issued, fully paid
and nonassessable.

We hereby consent to the use of this opinion in the above-mentioned
Registration Statement and to the reference to our name under the heading "Legal
Matters" in the Prospectus constituting a part of the Registration Statement.

Very truly yours,

/s/ MORRISON COHEN SINGER & WEINSTEIN, LLP
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Morrison Cohen Singer & Weinstein, LLP

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