EXHIBIT 5
                  Opinion of Bingham McCutchen LLP

Bingham McCutchen LLP
150 Federal Street
Boston, MA 02110

March 24, 2004

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"), filed with the Securities and Exchange
Commission on March 24, 2004, (the "Registration Statement"), of up to
2,393,196 shares (the "Shares") of common stock, par value $0.01 per
share ("Common Stock"), of Access Pharmaceuticals, Inc., a Delaware
corporation (the "Company"), including up to 603,825 shares (the
"Warrant Shares") issuable upon the exercise of warrants to purchase
Common Stock (the "Warrants"), 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
competence of each individual executing any document.

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 have been duly authorized, validly issued, fully paid and non-
assessable and that the Warrant Shares, when issued and delivered in
accordance with the terms of the applicable Warrant, will be duly
authorized, validly issued, fully paid and non-assessable.

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