[LETTERHEAD OF BACHNER TALLY]

                                November 22, 1996


Titan Pharmaceuticals, Inc.
400 Oyster Point Blvd., Suite 505
South San Francisco, CA 94080

Gentlemen:

     You have requested our opinion with respect to the public offering and sale
by certain securityholders of the Company (the "Selling  Securityholders") of an
aggregate of 1,536,000 units (the "Units"),  consisting of 1,536,000 shares (the
"Shares") of Common Stock,  par value $.001 per share (the "Common  Stock"),  of
Titan  Pharmaceuticals,  Inc.,  a  Delaware  corporation  (the  "Company"),  and
1,536,000 Class A Warrants ("Warrants"), pursuant to a Registration Statement on
Form SB-2 (No. 333-13469)(the "Registration Statement") under the Securities Act
of 1933, as amended (the "Act").

     We have examined originals,  or copies certified or otherwise identified to
our satisfaction,  of such documents and corporate and public records as we deem
necessary  as a basis for the opinion  hereinafter  expressed.  With  respect to
such,  we have  assumed  the  genuineness  of all  signatures  appearing  on all
documents  presented to us as originals,  and the conformity to the originals of
all documents  presented to us as conformed or reproduced copies.  Where factual
matters  relevant to such opinion were not  independently  established,  we have
relied upon certificates of officers and responsible employees and agents of the
Company.

     Based upon the  foregoing,  it is our opinion  that the Shares and Warrants
comprising the Units have been duly and validly  authorized and when sold,  paid
for and issued as  contemplated by the  Registration  Statement will be duly and
validly issued and fully paid and nonassessable.

     We  hereby  consent  to the  use of  this  opinion  as  Exhibit  5.1 to the
Registration Statement,  and to the use of of our name as counsel to the Company
in connection with the  Registration  Statement and in the Prospectus  forming a
part  thereof.  In giving this  consent,  we do not hereby  concede that we come
within the  categories  of persons  whose  consent is required by the Act or the
General Rules and Regulations promulgated thereunder.

                                                     Very truly yours,



                                            BACHNER, TALLY, POLEVOY & MISHER LLP