EXHIBIT 5
Published on October 2, 1997
EXHIBIT 5
MORRISON COHEN SINGER & WEINSTEIN, LLP
750 Lexington Avenue
New York, New York 10022
Telephone: (212) 745-8600
Facsimile: (212) 735-8708
October 2, 1997
Cytoclonal Pharmaceutics Inc.
9000 Harry Hines Boulevard
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, covering an aggregate
of 440,000 shares (the "Shares") of common stock, $.01 par value per share (the
"Common Stock"), of the Company issuable upon the exercise of certain stock
options (the "Options") granted or to be granted under the Company's 1992 Stock
Option Plan (the "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, 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 issuable upon exercise of the Options have been duly authorized and, when
paid for and issued in accordance with the terms of the Options, will be duly
and validly issued shares of Common Stock.
We hereby consent to use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Morrison Cohen Singer & Weinstein, LLP
------------------------------------------
Morrison Cohen Singer & Weinstein, LLP