Exhibit 5

                                February 5, 2001


Generex Biotechnology Corporation
33 Harbour Square, Suite 202
Toronto, Ontario
Canada  M5J 2G2

RE:  Registration Statement on Form S-8

Gentlemen/Ladies:

We have acted as counsel to Generex Biotechnology Corporation (the "Company") in
connection with the preparation and filing of a Registration Statement on Form
S-8 under the Securities Act of 1933 (the "Registration Statement") relating to
an offering of up to 800,000 shares of the Company's Common Stock of the par
value $.001 (the "Shares") upon the exercise of options granted under the
Company's 1998 Stock Option Plan (the "Plan").

We are familiar with the Registration Statement and the Plan. We have reviewed
the Company's Certificate of Incorporation and Bylaws, each as amended to date.
We also have examined such public and private corporate documents, certificates,
instruments and corporate records, and such questions of law, as we have deemed
necessary for the purpose of expressing an opinion on the matters set forth
below. In all examinations of documents we have assumed the genuineness of all
signatures appearing on such documents, and the genuineness and authenticity of
all copies of the original document.

On the basis of the foregoing, we are of the opinion that the Shares, when
issued in accordance with the Plan as described in the Registration Statement,
will be validly issued, fully paid and non-assessable.

We are members of the bar of the Commonwealth of Pennsylvania and we do not
express any opinion herein concerning any law other than the Delaware General
Corporation Law and the federal laws of the United States of America, to the
extent applicable.

We consent to the filing of this opinion as an Exhibit to the Registration
Statement.

Very truly yours,

ECKERT SEAMANS CHERIN & MELLOTT, LLC


By: /s/ John G. Chou
   --------------------------
       John G. Chou