EXHIBIT 5.1

                      Opinion of Bingham McCutchen LLP


Bingham McCutchen LLP
150 Federal Street
Boston, MA 02110

July 10, 2002

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

Re:  Registration Statement on Form S-3

Ladies and Gentlemen:

This opinion is furnished in connection with the registration, pursuant to a
Registration Statement on Form S-3 under the Securities Act of 1933, as
amended (the "Act"), initially filed with the Securities and Exchange
Commission on July 10, 2002 (the "Registration Statement"), of up to
172,584 outstanding shares (the "Shares") of common stock, par value
$0.01 per share (the "Common Stock"), of Access Pharmaceuticals, Inc.,
a Delaware corporation (the "Company"), and up to 25,000 shares of
Common Stock issuable upon exercise of currently outstanding warrants to
purchase Common Stock (the "Warrant Shares"), 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 and the Warrant 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 competence 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.

With respect to the Warrant Shares, we express no opinion as to the effect
of events occurring, circumstances arising, or changes of law becoming
effective or occurring, after the date hereof on the matters addressed in this
opinion letter, and we assume no responsibility to inform you of additional
or changed facts, or changes in law, of which we may become aware.

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 the
Shares are legally issued, fully paid and nonassessable and that the Warrant
Shares, when issued upon the due exercise of and in accordance with the
terms of the warrants under which such Warrant Shares are issuable, will
be legally issued, fully paid and nonassessable.


We hereby 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 truly yours,

/s/ Bingham McCutchen LLP
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  BINGHAM MCCUTCHEN LLP