Exhibit 5

                            BINGHAM DANA LLP
                           150 Federal Street
                            Boston, MA 02110

                            December 14, 2001

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

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

This opinion is furnished in connection with the registration, pursuant to
a Registration Statement on Form S-8 under the Securities Act of 1933,
as amended (the "Act"), to be filed with the Securities and Exchange
Commission on or about December 14, 2001 (the "Registration
Statement"), of 200,000 shares (the "Shares") of common stock, par value
$0.01 per share (the "Common Stock"), of Access Pharmaceuticals, Inc.,
a Delaware corporation (the "Company"), which the Company may sell
or grant as restricted stock pursuant to the Company's 2001 Restricted
Stock Plan (the "2001 Restricted Stock Plan").

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, certificates, memoranda
and other documents as we have deemed necessary or advisable for
purposes of this opinion and have assumed, without independent inquiry,
the accuracy of those documents.  In that 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 such documents.  We have
further assumed that all Shares sold or granted as restricted stock will be
sold or granted in accordance with the terms of the awards of such
restricted stock and the 2001 Restricted Stock Plan.

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 upon
the issuance and delivery of the Shares in the form of restricted stock in
accordance with the terms of the awards of such restricted stock and the
2001 Restricted Stock Plan, and upon the Company's receipt of the full
purchase price therefore, as determined by the Board of Directors of the
Company and as specified in the documents governing such awards and
the 2001 Restricted Stock Plan, the Shares will be validly issued, fully
paid and nonassessable shares of the Company's Common Stock.

We consent to the filing of a copy of this opinion as an exhibit to the
Registration Statement.

Very truly yours,

/s/ Bingham Dana LLP
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BINGHAM DANA LLP