OPINION OF BINGHAM, DANA & GOULD, L.L.P.

EXHIBIT 5.1

BINGHAM, DANA & GOULD LLP
150 Federal Street
Boston, Massachusetts 02110

June 12, 1996

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 8,571,415 shares (the
"Shares") of the common stock, $.04 par value per shares (the "Common Stock"),
of the Company, and 600,000 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 June 12, 1996.

As such counsel, we have reviewed the corporate proceedings taken by the
Company with respect to the authorization of the Warrant and the issuance of
the Shares and the Warrant Shares upon exercise of the Warrant. 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 & Gould LLP
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BINGHAM, DANA & GOULD LLP