OPINION/CONSENT OF MORRISON C. SINGER & WEINSTEIN
Published on April 25, 2001
MORRISON COHEN SINGER & WEINSTEIN, LLP
750 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 745-8600
FACSIMILE: (212) 735-8708
April 24, 2001
Cytoclonal Pharmaceutics Inc.
2110 Research Row
Suite 621
Dallas, Texas 75235
RE: CYTOCLONAL PHARMACEUTICS INC.
REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
In our capacity as counsel to Cytoclonal Pharmaceutics Inc., a Delaware
corporation (the "Company"), we have been requested to render this opinion in
connection with a Registration Statement on Form S-8 (the "Registration
Statement") being filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, therein registering an
additional 1,500,000 stock options ("Stock Options") and a like number of shares
of common stock, par value $.01 per share (the "Common Stock"), of the Company
issuable thereunder granted or available for grant pursuant to the Company's
2000 Stock Option Plan.
In furnishing our opinion, we have examined the Certificate of
Incorporation, as amended, of the Company, and such other instruments and
documents as we have deemed relevant and necessary as the basis for our opinion
expressed herein. We have examined originals or certified, conformed, or
photostatic copies of all documents, the authenticity of which has been
established to our satisfaction. In all such examinations, we have assumed the
genuineness of all signatures on original and certified documents, the legal
capacity of all natural persons, the authenticity of all documents submitted to
us as certified or photostatic copies and the conformity to executed documents
of all executed copies submitted to us as conformed or photostatic copies.
Based upon and subject to the foregoing, we are of the opinion that the
shares of Common Stock issuable upon exercise of the Stock Options have been
duly authorized and, when paid for and issued in accordance with the terms of
the Stock Options, will be validly issued, fully paid and nonassessable. We
hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Morrison Cohen Singer & Weinstein, LLP
------------------------------------------
Morrison Cohen Singer & Weinstein, LLP