Form: SB-2

Optional form for registration of securities to be sold to the public by small business issuers

January 26, 2000

CONSENT OF BINGHAM DANA LLP

Published on January 26, 2000


EXHIBIT 5.1

Bingham Dana LLP
150 Federal Street
Boston, MA 02110

Janaury 25, 2000

Access Pharmaceuticals, Inc.
2600 Stemmons Freeway, Suite 176
Dallas, Texas 75207

Re: Registration Statement on Form SB-2

Ladies and Genetlemen:

This opionion is furnished in connection with the registration, pursuant to a
Registration Statement on Form SB-2 under the Securities Act of 1933, as
amended (the "Act"), initially filed with the Securities and Exchange
Commission on January 25, 2000 (the "Registration Statement"), of up to
2,926083 shares (the "Shares") of common stock, par value $0.01 per share
(the "Common Stock"), of Access Pharmaceuticals, Inc., a Delaware
corporation ( the "Company"), 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 competance 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.

Thsi opinion is limited solely to the Delaware general Corporation Law, as
applioed by courts located in Delaware, the applicable provisions of the
Delaware Consitution 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.

We herby 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 trylu yours,

/s/ Bingham Dana LLP
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BINGHAM DANA LLP