OPINION OF MORRISON COHEN
Published on August 30, 1999
EXHIBIT 5.1
MORRISON COHEN SINGER & WEINSTEIN, LLP
750 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 745-8600
FACSIMILE: (212) 735-8708
August 30, 1999
Cytoclonal Pharmaceutics Inc.
9000 Harry Hines Boulevard
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 750,000 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 Amendment No. 1 to the Company's 1996 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
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Morrison Cohen Singer & Weinstein, LLP