OPINION/CONSENT OF MORRISON COHEN SINGER WEINSTEIN
Published on May 11, 2000
EXHIBIT 5.1
MORRISON COHEN SINGER & WEINSTEIN, LLP
750 Lexington Avenue
New York, New York 10022
Telephone: (212) 735-8600
Facsimile (212) 735-8708
May 11, 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 1,880,240 shares of common stock, $.01 par value per
share (the "Common Stock").
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 Common Stock has been duly and validly authorized and when
sold, paid for and issued upon the exercise of (a) the Unit Purchase
Options, Class C Warrants and Class D Warrants in accordance with the terms
of the Unit Purchase Option, the Class C Warrants and Class D Warrants,
respectively, (b) the Class A Warrants and Class B Warrants in accordance
with the terms of the Class A Warrants and Class B Warrants, respectively,
and (c) such other options and warrants as set forth in the Registration
Statement in accordance with the terms of such options and warrants, the
Common Stock 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