Exhibit 5.1

July 26, 2004

Immtech International, Inc.
150 Fairview Drive, Suite 150
Vernon Hills, Illinois  60061

            Re:  Registration Statement on Form S-3

Ladies and Gentlemen:

            We have acted as counsel to Immtech International, Inc., a Delaware
corporation ("Company"), in connection with the preparation and filing of the
Company's Registration Statement on Form S-3 (No. 333-117677) with the
Securities and Exchange Commission ("Commission") under the Securities Act of
1933, as amended ("Securities Act"). The Registration Statement relates to the
public offering by the Company of an aggregate of 150,000 shares of Common
Stock, $0.01 par value per share (the "Securities"), of the Company. Capitalized
terms used herein and not otherwise defined shall have the meanings thereof set
forth in the Registration Statement.

            In rendering the opinion set forth below, we have examined and
relied upon the originals, copies or specimens, certified or otherwise
identified to our satisfaction, of the Registration Statement, as filed on July
26, 2004, with the Commission under the Securities Act and such other corporate
records, agreements, documents and other instruments and such certificates,
corporate and public records, agreements and instruments and other documents as
we have deemed appropriate as a basis for the opinion set forth below. In such
examination we have assumed the genuineness of all signatures, the authenticity
of all documents, agreements and instruments submitted to us as originals, the
conformity to original documents, agreements and instruments of all documents,
agreements and instruments submitted to us as copies or specimens, the
authenticity of the originals of such documents, agreements and instruments
submitted to us as copies or specimens, the conformity of the text of each
document filed with the Commission through the Commission's Electronic Data
Gathering, Analysis and Retrieval System to the printed document reviewed by us,
and the accuracy of the matters set forth in the documents, agreements and
instruments we reviewed. As to any facts material to such opinion that are not
known to us, we have relied upon statements and representations of officers and
other representatives of the Company and of public officials. Except as
expressly set forth herein, we have not undertaken any independent investigation
(including, without limitation, conducting any review, search or investigation
of any public files, records or dockets) to determine the existence or absence
of the facts that are material to our opinion, and no inference as to our
knowledge concerning such facts should be drawn from our reliance on the
representations of the Company and others in connection with the preparation and
delivery of this letter.

            We have also assumed that all documents, agreements and instruments
we have reviewed have been duly authorized, executed and delivered by all
parties thereto, that such parties had the power and legal right to execute and
deliver such documents, agreements and instruments, and that such documents,
agreements and instruments are valid and binding obligations of such parties,
enforceable in accordance with their terms. As used herein, "to our knowledge,"
"known to us" or words of similar import mean the actual knowledge, without
independent investigation, of any lawyer in our firm actively involved in the
transactions contemplated in the Registration Statement.

            We express no opinion concerning the laws of any jurisdiction other
than the State of New York and, to the extent expressly referred to in this
opinion letter, the federal securities laws of the United States of America, and
with respect to the opinion regarding the Shares, the General Corporation Law of
the State of Delaware. While we are not licensed to practice law in the State of
Delaware, we have reviewed applicable provisions of the Delaware General
Corporation Law as we have deemed appropriate in connection with the opinion
expressed herein. Except as described, we have neither examined nor do we
express any opinion with respect to Delaware law.

            Based upon and subject to the foregoing, we are of the opinion that:

            1. the Securities to be issued will, upon issuance in accordance
with the terms of the Registration Statement, be validly issued, fully-paid and
non-assessable;

            This opinion is rendered solely in connection with the registration
of the Shares. It may not be relied upon for any other purpose, or reproduced or
filed publicly by any person, without the written consent of this firm.

            Notwithstanding the foregoing, we consent to the filing of this
opinion as Exhibit 5.1 to the Registration Statement and to the reference to
this firm under the caption "Legal Matters" in the Prospectus which is part of
the Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act, the rules and regulations of the Commission promulgated
thereunder, or Item 509 of Regulation S-K. We disclaim any obligation to update
this letter for changes in fact or law or otherwise.

            Sincerely,

            Cadwalader, Wickersham & Taft LLP