EXHIBIT 5.1
Opinion of Bingham Dana LLP
Bingham Dana LLP
150 Federal Street
Boston, MA 02110
June 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 under the
Securities Act of 1933, as amended (the "Act"), of 67,230 shares of common
stock, par value $0.01 per share (the "Common Stock"), of Access
Pharmaceuticals, Inc., a Delaware corporation (the "Company"),
issuable upon exercise of currently outstanding warrants to purchase
Common Stock (the "Warrant Shares"), pursuant to a Registration
Statement on Form S-3 of the Company being filed pursuant to Rule 462 (b)
under the Act (the "Registration Statement") in connection with the
offering described in the Registration Statement on Form S-3, File No.
333-37786 (the "Original Registration Statement"), initially filed by
the Company with the Securities and Exchange Commission on May 24, 2000.
We have acted as counsel to the Company in connection with the foregoing
registration of the Warrant 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
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 Prospectus in the Registration Statement.
Very truly yours,
/s/ Bingham Dana LLP
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BINGHAM DANA LLP
