EXHIBIT 5.1
Opinion of Bingham Dana LLP
Bingham Dana LLP
150 Federal Street
Boston, MA 02110
December 14, 2000
Access Pharmaceuticals, Inc.
2600 Stemmons Freeway, Suite 176
Dallas, Texas 75207
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
This opinion is furnished in connection with the registration,
pursuant to a Registration Statement on Form S-3 under the
Securities Act of 1933, as amended (the "Act"), initially
filed with the Securities and Exchange Commission on December
15, 2000 (the "Registration Statement"), of up to 934,604
shares (the "Shares") of common stock, par value $0.01 per share
(the "Common Stock"), of Access Pharmaceuticals, Inc., a
Delaware corporation (the "Company"), and 31,904 shares of
Common Stock issuable upon exercise of currently outstanding
warrants to purchase Common Stock (the "Warrant Shares"), to be
sold by certain selling stockholders of the Company.
We have acted as counsel to the Company in connection with the foregoing
registration of the Shares. We have examined and relied upon
originals or copies of such records, instruments, agreements or
other documents of the Company, and certificates of officers of
the Company as to certain factual matters and have made such
investigation of law and have discussed with officers and
representatives of the Company such questions of fact, as we have
deemed necessary or advisable for purposes of this opinion. In our
examinations, we have assumed the genuineness of all signatures,
the conformity to the originals of all documents reviewed by us as copies,
the authenticity and completeness of all original documents reviewed by
us in original or copy form and the legal competence of each individual
executing any document.
We have further assumed that the registration requirements of the
Act and all applicable requirements of state laws regulating the
sale of securities will have been duly satisfied.
This opinion is limited solely to the Delaware General Corporation
Law, as applied by courts located in Delaware, the applicable
provisions of the Delaware Constitution and the reported judicial
decisions interpreting those laws.
Based upon and subject to the foregoing, we are of the opinion
that the Shares are legally issued, fully paid and non-assessable and
that the Warrant Shares, when issued upon the due exercise of and in
accordance with the terms of the warrants under which such
Warrant Shares are issuable, will be legally issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to this firm under
the heading "Legal Matters" in the Registration Statement.
Very truly yours,
/s/ Bingham Dana LLP
BINGHAM DANA LLP
