EXHIBIT 21.1.1

[Letterhead of Eckert Seamans Cherin & Mellott, LLC]

August 6, 2001

Generex Biotechnology Corporation
33 Harbour Square, Suite 202
Toronto, Ontario
Canada M5J262

                            Re: Registration Statement on Form S-3
                                ----------------------------------

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-3 under the Securities Act of 1933 (the "Registration Statement") relating to
a public offering of up to 3,187,006 shares of the Company's common stock
("Common Stock") par value $.001 per share (the "Shares"). The shares are
proposed to be sold pursuant to the Registration Statement by certain
shareholders and holders of options, warrants and other convertible securities
of the Company for their own accounts. Of the Shares, 1,687,802 shares of Common
Stock are presently outstanding (the "Outstanding Shares") and 1,559,220 shares
represent Common Stock reserved for issuance upon the exercise or conversion of
certain outstanding options, warrants and other convertible securities (the
"Underlying Shares").

We are familiar with the Registration Statement. We have reviewed the Company's
Certificate of Incorporation and By-laws, each as amended to date. We also have
examined such public and private corporate documents, certificates, instruments
and corporate records, and have made such other and further investigation, as we
have deemed necessary for the purpose of expressing an opinion on the matters
set forth below. In all examination of documents we have assumed the genuineness
and authenticity of all original documents and the conformity to authentic
original documents of all copies.

On the basis of the foregoing, we are of the opinion that (i) the Outstanding
Shares have been duly authorized by the Company and are validly issued, fully
paid and nonassessable and (ii) the Underlying Shares, when issued and sold upon
the exercise of warrants as described in the Registration Statement, will be
validly issued, fully paid and nonassessable.





We are members of the bar of the Commonwealth of Pennsylvania and our opinion
herein is limited to 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,


/s/ ECKERT SEAMANS CHERIN & MELLOTT, LLC