EXHIBIT 5.1

MORRISON COHEN SINGER & WEINSTEIN, LLP
750 Lexington Avenue
New York, New York 10022

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Telephone: (212) 735-8600
Facsimile: (212) 735-8708



May 6, 1998



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

Re: Post Effective Amendment No. 4 to
Registration Statement on Form SB-2
(File No. 33-91802)
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Dear Sirs:

We refer to Post-Effective Amendment No. 4 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) 6,823,358
shares of common stock, $.01 par value per share (the "Common Stock"), of the
Company and (ii) 4,600,000 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 6,823,358 shares of Common Stock
referenced in item (i) above consists of (a) 2,223,358 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)
2,223,358 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) 2,376,642 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


Cytoclonal Pharmaceutics Inc.
May 6, 1998
Page Two


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