GRAHAM & JAMES LLP
                               ------------------

                                  [LETTERHEAD]


                                 August 3, 1999


Palatin Technologies, Inc.
214 Carnegie Center, Suite 100
Princeton, New Jersey 08540


     We have acted as counsel for Palatin Technologies, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission (the "Commission") on August 3, 1999, under
the Securities Act of 1933, as amended (the "Act"), for registration under the
Act of the following securities:

     1. 514,215 shares of common stock, par value $.01 per share (the "Common
Stock"), issued as of March 9, 10, 11 and 12, 1999 to certain of the selling
stockholders ("Selling Stockholders") named in the Registration Statement.

     2. 25,000 shares of Common Stock issued to Timothy McInerney on July 18,
1999.

     3. Up to 565,629 shares of Common Stock issuable upon exercise of the
Company's Common Stock Warrants ("Common Stock Warrants") issued to certain of
the Selling Stockholders in conjunction with their purchase of Common Stock
described in paragraph 1 above.

     4. Up to 114,073 shares of Common Stock issuable upon exercise of other
outstanding common stock warrants of the



Company ("Additional Common Stock Warrants") issued to certain of the Selling
Stockholders as of March 9, 10 and 12, 1999.

     As counsel to the Company, we have examined such corporate records,
documents, agreements and such matters of law as we have considered necessary or
appropriate for the purpose of this opinion. Upon the basis of such examination,
we advise you that in our opinion:

     1. The 514,215 shares of Common Stock issued to the Selling Stockholders
were legally issued, fully paid and non-assessable.

     2. The 25,000 shares of Common Stock issued to Mr. McInerney were legally
issued, fully paid and non-assessable.

     3. Up to 565,629 shares of Common Stock issuable upon exercise of Common
Stock Warrants, if and when paid for and issued upon exercise of Common Stock
Warrants in accordance with the terms thereof, will be legally issued, fully
paid and non-assessable.

     4. Up to 114,073 shares of Common Stock issuable upon exercise of
Additional Common Stock Warrants, if and when paid for and issued upon exercise
of Additional Common Stock Warrants in accordance with the terms thereof, will
be legally issued, fully paid and non-assessable.

     We are members of the Bar of the State of New York, and the opinions
expressed herein are limited to questions arising under the laws of the State of
New York, the General Corporation Law of the State of Delaware and the Federal
laws of the United States of America, and we disclaim any opinion whatsoever
with respect to matters governed by the laws of any other jurisdiction.

     We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the references to this firm under the caption "Legal Matters"
in the Prospectus which is a part of the Registration Statement. Reference is
made to the section of the Registration Statement entitled "Legal Matters" for a
description of ownership of the Company's securities by certain attorneys of
this firm.



                                             Very truly yours,



                                             GRAHAM & JAMES LLP