Opko Health, Inc. – ‘POS AM’ on 9/17/97 – EX-5.1

As of:  Wednesday, 9/17/97   ·   Accession #:  912057-97-30995   ·   File #:  333-13409

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Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Post-Effective Amendment                              89    530K 
 2: EX-5.1      Opinion re: Legality                                   2      8K 
 3: EX-5.2      Opinion re: Legality                                   1      5K 
 4: EX-10.7     Material Contract                                     18±    68K 
 5: EX-24.3     Power of Attorney                                      1      6K 

EX-5.1   —   Opinion re: Legality

EX-5.1
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                                                                 EXHIBIT 5.1

      MORRISON COHEN SINGER & WEINSTEIN, LLP
      750 Lexington Avenue
      New York, N.Y. 10022
       ___________

     Facsimile: (212) 735-8708
       ___________

      (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)                                
-----------------------------------                 

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:                   

EX-5.1
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        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

Dates Referenced Herein

				Referenced-On Page
This ‘POS AM’ Filing		Date		First		Last			Other Filings
Filed on:		9/17/97		1					None on these Dates
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