Exhibit 5

BAKER & BOTTS
L.L.P.
ONE SHELL PLAZA
910 LOUISIANA
HOUSTON, TEXAS 77002-4995


19581.011                                         August 8, 1996




Aprogenex, Inc.
8000 El Rio Street
Houston, Texas  77054-4104


Ladies and Gentlemen:

As set forth in a Registration Statement on Form S-3 (the 
"Registration Statement"), to be filed by Aprogenex, Inc., a 
Delaware corporation (the "Company"), with the Securities and 
Exchange Commission (the "Commission") under the Securities Act 
of 1933, as amended (the "Act"), relating to 3,391,740 shares 
(the "Shares") of the Company's common stock, par value $.001 per 
share ("Common Stock"), certain legal matters in connection with 
the Shares are being passed upon for the Company by us.  Certain 
of the Shares (the  Conversion Shares ) are issuable upon (i) the 
conversion of the aggregate principal amount of $2,005,000 of the 
Company s Convertible Notes due May 29, 1998 (the  Notes ), into 
shares of Common Stock and (ii) the conversion of accrued 
interest on the Notes that may accrue through maturity of the 
Notes into shares of Common Stock.  We understand that (a) the 
Notes were issued to the holders thereof pursuant to Convertible 
Note Subscription Agreements dated as of May 1, 1996 (the  
Agreements ), a form of which was incorporated by reference as 
Exhibit 4.6 to the Registration Statement from Exhibit 4.1(a) to 
the Company s Form 8-K dated as of June 12, 1996 and (b) the 
Notes are convertible into shares of Common Stock pursuant to the 
terms and conditions of the Agreements and the Notes, a form of 
which was incorporated by reference as Exhibit 4.7 to the 
Registration Statement from Exhibit 4.1(b) to the Company s Form 
8-K dated as of June 12, 1996.

We have acted as the Company's counsel in connection with the 
registration by the Company of the proposed sale of the Shares by 
certain selling shareholders.  In such capacity, we have examined 
the Company's Amended and Restated Certificate of Incorporation 
and Bylaws, each as amended to date, and have examined the 
originals, or copies certified or otherwise identified, of 
corporate records of the Company, certificates of public 
officials and of representatives of the Company, statutes and 
other instruments and documents as a basis for the opinions 
hereinafter expressed.  In giving such opinions, we have relied 
upon certificates of officers of the Company with respect to the 
accuracy of the material factual matters contained in such 
certificates.



Aprogenex, Inc.                   -2-               August 8, 
1996


On the basis of the foregoing, and subject to the assumptions, 
limitations and qualifications hereinafter set forth, we are of 
the opinion that:

1.  The Shares have been duly authorized by all necessary 
corporate action on the part of the Company.

2.  If and when issued to holders of Notes upon conversion 
thereof in accordance with the terms and conditions of the 
Agreements and the Notes, the Conversion Shares will be validly 
issued, fully paid and nonassessable.

3.  The Shares (other than the Conversion Shares) are validly 
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 us under 
"Legal Matters" in the prospectus forming a part of the 
Registration Statement.


                               Very truly yours,



                               /s/ Baker & Botts, L.L.P.


GJO; MLW