EXHIBIT 5.1
Published on September 17, 1997
EXHIBIT 5.1
MORRISON COHEN SINGER & WEINSTEIN, LLP
750 Lexington Avenue
New York, N.Y. 10022
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Facsimile: (212) 735-8708
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(212) 735-8600
September 17, 1997
Cytoclonal Pharmaceutics Inc.
9000 Harry Hines Boulevard
Dallas, Texas 75235
Re: Post Effective Amendment No. 1 to
Registration Statement on Form SB-2
(File No. 333-13409)
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Dear Sirs:
We refer to Post-Effective Amendment No. 1 to the Registration Statement on
Form SB-2 (Reg. No. 333-13409) (the "Registration Statement") filed by you under
the Securities Act of 1933, as amended, with the Securities and Exchange
Commission thereby registering 500,000 Class A Warrants, 1,108,750 Class B
Warrants, 506,250 Warrants (collectively, the "Warrants") and 810,000 shares of
common stock, $.01 par value per share (the "Common Stock"), underlying the
Warrants (the "Warrant Shares") of Cytoclonal Pharmaceutics Inc., a Delaware
corporation (the "Company").
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 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 Warrant Shares have been duly and validly authorized and when
sold, paid for, and issued upon exercise of the Warrants in
accordance with the terms of the 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
MORRISON COHEN SINGER & WEINSTEIN, LLP