EXHIBIT
5.1
BINGHAM
MCCUTCHEN LLP
One
Federal Street
Boston,
Massachusetts 02110
August
26, 2010
Access
Pharmaceuticals, Inc.
2600
Stemmons Freeway, Suite 176
Dallas,
TX 75207
Re: Registration
Statement on Form S-8 Under the Securities Act of 1933, as amended
Dear Sir
or Madam:
We have acted as counsel for Access
Pharmaceuticals, Inc., a Delaware corporation (the “Company”), in connection
with the Company’s Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission on August 26, 2010 (the “Registration
Statement”).
The Registration Statement covers the
registration of an additional 1,850,000 shares of common stock, $0.01 par value
per share, of the Company (the “Shares”), which are to be issued by the Company
upon the purchase of stock issued or to be issued pursuant to the Access
Pharmaceuticals, Inc. 2005 Equity Incentive Plan (the “Plan”).
We have reviewed the corporate
proceedings of the Company with respect to the authorization of the Plan and the
issuance of the Shares thereunder. We have also examined and relied
upon originals or copies of such agreements, instruments, corporate records,
certificates, and other documents as we have deemed necessary or appropriate as
a basis for the opinions hereinafter expressed. In our examination,
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. As to all matters of fact (including factual conclusions
and characterizations and descriptions of purpose, intention or other state of
mind) we have relied entirely upon certificates of officers of the Company, and
have assumed, without independent inquiry, the accuracy of those
certificates.
We further assume that all Shares will
be issued in accordance with the terms of the Plan and that the purchase price
of the Shares will be greater than or equal to the par value per share of the
Shares.
This opinion is limited solely to the
Delaware General Corporation Law, 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, when issued and delivered
pursuant to the Plan and against the payment of the purchase price therefor,
will be validly issued, fully paid, and non-assessable.
We hereby consent to the filing of this
opinion as an exhibit to the Registration Statement.
Very
truly yours,
/s/ Bingham McCutchen LLP
BINGHAM
MCCUTCHEN LLP