EXHIBIT 5



(215) 977-2188

                                  May 8, 1997

U.S. Bioscience, Inc.
One Tower Bridge
100 Front Street
West Conshohocken, PA  19428

     Re:  U.S. Bioscience, Inc. - Registration Statement on Form S-8 Relating to
          the U.S. Bioscience, Inc. 1996 Non-Employee Directors Stock Option
          Plan, the U.S. Bioscience, Inc. Non-Executive Stock Option Plan and
          the U.S. Bioscience, Inc. 1992 Stock Option Plan
          ----------------------------------------------------------------------
 
Ladies and Gentlemen:

     As counsel to U.S. Bioscience, Inc. (the "Company"), we have assisted in
the preparation of a Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to 2,150,000 shares of the
Company's Common Stock, $.01 par value (the "Common Stock"), that may be issued
under certain of the Company's stock option plans, as follows:  50,000 shares of
Common Stock to be issued under the U.S. Bioscience, Inc. 1996 Non-Employee
Directors Plan (the "1996 Plan"); 1,000,000 shares of Common Stock to be issued
under the U.S. Bioscience, Inc. Non-Executive Stock Option Plan (the "Non-
Executive Plan"); and 1,100,000 shares of Common Stock to be issued under the
U.S. Bioscience, Inc. 1992 Stock Option Plan (the "1992 Plan" and, collectively
with the 1996 Plan and the Non-Executive Plan, the "Plans").

     In this connection, we have examined the Company's Certificate of
Incorporation, as amended, By-Laws, as amended, and such corporate records and
other documents as we have deemed appropriate.  In all examinations of
documents, instruments and other papers, we have assumed the genuineness of all
signatures on original and certified documents and the conformity to original
and certified documents of all copies submitted to us as conformed, photostatic
or other copies.  As to matters of fact which have not 

 
been independently established, we have relied upon representations of officers
of the Company.

     Based upon the foregoing examination and the information thus supplied, it
is our opinion that the shares of Common Stock offered and to be offered under
each of the Plans, when issued and sold to the option holders pursuant to the
terms of the 1996 Plan, the Non-Executive Plan and the 1992 Plan, as the case
may be, and the options granted and to be granted thereunder, will be legally
issued, fully paid and non-assessable.

     We hereby expressly consent to the inclusion of this opinion as an exhibit
to the Registration Statement.

                              Very truly yours,

                    /s/ Wolf, Block, Schorr and Solis-Cohen

                    WOLF, BLOCK, SCHORR AND SOLIS-COHEN