OPINION OF MORRISON COHEN SINGER & WEINSTEIN LLP

MORRISON COHEN SINGER & WEINSTEIN, LLP
750 Lexington Avenue
New York, New York 10022
Telephone: (212) 735-8600
Facsimile: (212) 735-8708

April 21, 1999

Cytoclonal Pharmaceutics Inc.
9000 Harry Hines Boulevard, Suite 330
Dallas, Texas 75235

Re: Post Effective Amendment No. 5 to
Registration Statement on Form SB-2
(File No. 33-91802)

Dear Sirs:

We hereby refer to Post-Effective Amendment No. 5 to the Registration
Statement on Form SB-2 (Reg. No. 33-91802) (the "Registration Statement") filed
by you, Cytoclonal Pharmaceutics Inc., a Delaware corporation (the "Company"),
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, thereby registering an aggregate amount of (i) 6,523,073
shares of common stock, $.01 par value per share (the "Common Stock"), of the
Company and (ii) 2,006,073 Redeemable Class D Warrants (the "Class D Warrants")
issued in connection with the Company's initial public offering completed in
November 1995 (the "IPO"). The 6,523,073 shares of Common Stock referenced in
item (i) above consists of (a) 2,006,073 shares of Common Stock issuable upon
the exercise of the Class C Warrants (the "Class C Warrants") at an exercise
price of $6.50 until November 2, 2000 (the "Expiration Date") issued in
connection with the IPO (the "Class C Warrant Shares"), (b) 2,006,073 shares of
Common Stock issuable upon the exercise of the Class D Warrants underlying the
Class C Warrants (the "Underlying Class D Warrants") at an exercise price of
$8.75 until the Expiration Date (the "Underlying Class D Warrants Shares") and
(c) 2,510,927 shares of Common Stock issuable upon the exercise of the Class D
Warrants at an exercise price of $8.75 until the Expiration Date (the "Class D
Warrant Shares").


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 Underlying Class D Warrants and Class D Warrants
have been duly and validly authorized and when sold,
paid for and issued as contemplated by the
Registration Statement, will be duly and validly
issued and fully paid and nonassessable.

2. The Class C Warrant Shares, Underlying Class D
Warrant Shares and the Class D Warrants Shares have
been duly and validly authorized and when sold, paid
for, and issued upon exercise of the respective
Warrants in accordance with the terms of such
Warrants, will be duly and validly issued and 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 such Registration
Statement.

Very truly yours,

/s/ MORRISON COHEN SINGER & WEINSTEIN, LLP
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MORRISON COHEN SINGER & WEINSTEIN, LLP