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


August 30, 1999


Cytoclonal Pharmaceutics Inc.
9000 Harry Hines Boulevard
Suite 621
Dallas, Texas 75235


re: Post-Effective Amendment No. 1 to
Form S-8 (Registration Statement No.: 333-37049)

Dear Sirs:

We have served as your counsel in connection with the preparation of
the above-captioned registration statement (the "Registration Statement") to be
filed with the Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended (the "Securities Act"), representing the offering and
issuance to certain persons, including "affiliates," as defined in the
Securities Act, of options to purchase 440,000 shares of common stock, par value
$.01 per share (the "Common Stock") under the Cytoclonal Pharmaceutics Inc. 1992
Stock Option Plan (the "Plan").

We have examined such corporate records, documents and matters of law
as we have considered appropriate for the purposes of this opinion.

Based upon such examination and our participation in the preparation of
the Registration Statement, it is our opinion that the Common Stock, when issued
in the manner described in the Plan, will be validly issued, fully paid and
non-assessable.

We consent to the reference made to our firm in the Registration
Statement and to the filing of this opinion as an Exhibit 5.1 to the
Registration Statement.


Very truly yours,

/s/ Morrison Cohen Singer & Weinstein, LLP
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Morrison Cohen Singer & Weinstein, LLP