December 15, 1997

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.
1995 Stock Option Plan, as amended and restated, of an aggregate of 1,300,000
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,

                                       /s/ Bachner, Tally, Polevoy & Misher LLP
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                                       BACHNER, TALLY, POLEVOY & MISHER LLP