EXHIBIT 23.1.3

              [Letterhead of Eckert Seamans Cherin & Mellott, LLC]

December 15, 2004

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

Re: Registration Statement on Form S-3
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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 25,449,872 shares of the Company's common stock (the
"Common Stock") par value $.001 per share, issuable upon the conversion or
exercise, as applicable, of certain outstanding debentures and warrants and in
connection with certain additional investment rights (the "Shares"). The Shares
are proposed to be sold pursuant to the Registration Statement by certain
holders of debentures and warrants of the Company for their own accounts.

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 of our examinations we have assumed the genuineness of
all signatures, the authenticity of all documents and instruments submitted to
us as originals or copies, and the conformity of any copies to the originals. We
have also made such investigations of law as we have considered necessary or
appropriate to form a basis for this opinion.

On the basis of the foregoing, we are of the opinion that the Shares, when
issued and sold upon the conversion or exercise, as applicable, of the
debentures and warrants and in connection with the additional investment rights,
and in accordance with the terms of such debentures and warrants and additional
investment rights, 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.

This opinion is limited to the facts and law as they may appear to us on the
date hereof, and we assume no responsibility to update this opinion for changes
in the law or new facts which may come to our attention.

We consent to the filing of this opinion as an Exhibit to the Registration
Statement and consent to the reference to us under the caption "Legal Matters"
in the Prospectus included in the Registration Statement.


Very truly yours,


/s/ ECKERT SEAMANS CHERIN & MELLOTT, LLC

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