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                                                                    EXHIBIT  5.1

                  OPINION OF STRADLING, YOCCA, CARLSON & RAUTH

                                December 3, 1996



Techniclone International Corporation
14282 Franklin Avenue
Tustin, California 92780

         RE:     REGISTRATION STATEMENT ON FORM S-8
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Ladies and Gentlemen:

         We have acted as counsel to Techniclone International Corporation, a
California corporation (the "Company"), with respect to the proposed offering
of up to 4,000,000 shares of the Company's common stock, no par value (the
"Shares"), to be issued under the Company's 1996 Stock Incentive Plan (the
"Plan").  The Shares will be offered and sold by the Company pursuant to the
Company's Registration Statement on Form S-8 (the "Registration Statement").

         As such counsel, we have made such legal and factual examinations and
inquiries as we deemed advisable under the circumstances for the purposes of
rendering this opinion and, in the course thereof, we have obtained from public
officials and from officers and other representatives of the Company such
assurances as to factual matters as we considered necessary.

         On the basis of the foregoing examinations and inquiries and in
reliance thereon, we are of the opinion that the Shares to be issued under the
Plan have been duly authorized and, upon the issuance and delivery thereof, and
payment therefor, in accordance with the terms of the Plan, such Shares will be
validly issued, fully paid and nonassessable.

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

                                        Very truly yours,


                                        /s/ STRADLING, YOCCA, CARLSON & RAUTH
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                                            STRADLING, YOCCA, CARLSON & RAUTH




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