Exhibit 5

                                 August 25, 1999

Titan Pharmaceuticals, Inc.
400 Oyster Point Blvd.
South San Francisco, CA 94080

            Re: Registration Statement on Form S-8

Ladies and Gentlemen:

            We have served as your counsel in connection with the preparation of
your Registration Statement on Form S-8 to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, representing
the offering and issuance to certain persons under the Titan Pharmaceuticals,
Inc. 1998 Stock Option Plan of an aggregate of 1,225,888 shares of your Common
Stock, $.001 par value (the "Common Stock").

            We have examined such corporate records, documents and matters of
law as we have considered appropriate for the purposes of this opinion.

            Based upon such examination and our participation in the preparation
of the Registration Statement, is it our opinion that the Common Stock, when
issued in the manner described in the Plan, will be validly issued, fully paid
and non-assessable.

            We consent to the reference made to our firm in the Registration
Statement and to the filing of this opinion as an exhibit to the Registration
Statement.

                           Very truly yours,

                           BACHNER TALLY & POLEVOY LLP