OPINION OF BINGHAM DANA LLP

EXHIBIT 5.1

BINGHAM DANA LLP
150 Federal Street
Boston, Massachusetts 02110

August 28, 1998

ACCESS Pharmaceuticals, Inc.
2600 Stemmons Freeway, Suite 210
Dallas, TX 75207

Re: Registration Statement on Form SB-2
Under the Securities Act of 1933, as Amended

Ladies and Gentlemen:

We have acted as counsel to ACCESS Pharmaceuticals, Inc., a
Delaware corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended
(the "Act"), of 1,860,689 shares (the "Shares") of the
common stock, $.01 par value per share (the "Common Stock"),
of the Company, and 579,616 shares of Common Stock (the
"Warrant Shares"), issuable upon the exercise of warrants to
purchase shares of Common Stock (the "Warrants"), to be
offered by certain stockholders of the Company pursuant to
a Registration Statement on Form SB-2, filed by the Company
with the Securities and Exchange Commission (the
"Commission") on August 28, 1998.

As such counsel, we have reviewed the corporate proceedings
taken by the Company with respect to the authorization of
the Warrants and the issuance of the Shares and the Warrant
Shares upon exercise of the Warrants. We have also examined
and relied upon originals or copies, certified or otherwise
authenticated to our satisfaction, of the Warrants and such
corporate records, documents, agreements and other
instruments, 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 appropriate to enable us to express the opinion
rendered hereby.

We have assumed without any investigation 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 a document.

In rendering our opinion below regarding the Shares, we have
assumed, without investigation, that the Company has
received the consideration called for by the resolutions of
the Board of Directors of the Company authorizing the
issuance of the Shares.

We have also 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 General Corporation
Law of the State of Delaware as applied by courts located in
Delaware.

Based upon the foregoing, we are of the opinion that the
Shares are validly issued, fully paid, and non-assessable
and that the Warrant Shares, when issued upon exercise of
the Warrants in accordance with the terms of the Warrants,
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 Dana LLP
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BINGHAM DANA LLP