EXHIBIT 5


                        [ALSTON & BIRD LLP LETTERHEAD]


                                August 22, 2001

CytRx Corporation
154 Technology Parkway
Norcross, Georgia 30092

          Re:  Form S-8 Registration Statement --
               CytRx Corporation 2000 Long-Term Incentive Plan

Ladies and Gentlemen:

     We have acted as counsel for CytRx Corporation, a Delaware corporation (the
"Company"), in connection with the filing of the above-referenced Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") to register under the Securities Act of
1933, as amended (the "Securities Act"), 1,000,000 shares (the "Shares") of the
Company's Common Stock, par value $0.001 per share, that may be offered and sold
by the Company upon the grant or exercise of awards, or the purchase of shares,
under the CytRx Corporation 2000 Long-Term Incentive Plan (the "Plan").  This
opinion letter is rendered pursuant to Item 8 of Form S-8 and Item 601(b)(5) of
the Commission's Regulation S-K.

     We have examined the Certificate of Incorporation of the Company, as
amended, the Bylaws of the Company, as amended, records of proceedings of the
Board of Directors of the Company deemed by us to be relevant to this opinion
letter, the Registration Statement and other documents and agreements we deemed
necessary for purposes of expressing the opinion set forth herein.  We also have
made such further legal and factual examinations and investigations as we deemed
necessary for purposes of expressing the opinion set forth herein.

     Furthermore, in conducting our examination, we assumed that with
respect to the issuance of the Shares issuable upon exercise of the Options or
other Stock Based Awards (as defined in the Plan) issued in accordance with the
Plan (the "Underlying Shares"), the Company shall have sufficient authorized and
unissued shares of common stock available at the time of such issuance; that any
required consideration to be received for the issuance of the Underlying Shares
will be paid in accordance with the current terms of the Plan and the current
terms of the resolutions of the Board of




Directors authorizing the issuance of the Underlying Shares; and that the
relevant provisions of the Certificate of Incorporation and Bylaws of the
Company and the Delaware General Corporations Law in effect at the time of
issuance of any of the Underlying Shares will not differ in any relevant respect
from the relevant provisions of the Certificate of Incorporation and Bylaws of
the Company and the Delaware General Corporations Law in effect as of the date
of this opinion.

     As to certain factual matters relevant to this opinion letter, we have
relied upon certificates and statements of officers of the Company and
certificates of public officials.  Except to the extent expressly set forth
herein, we have made no independent investigations with regard thereto, and,
accordingly, we do not express any opinion as to matters that might have been
disclosed by independent verification.

     This opinion letter is provided to the Company and the Commission for
their use solely in connection with the transactions contemplated by the
Registration Statement and may not be used, circulated, quoted or otherwise
relied upon by any other person or for any other purpose without our express
written consent.  The only opinion rendered by us consists of those matters set
forth in the sixth paragraph hereof, and no opinion may be implied or inferred
beyond those expressly stated.

     Our opinion set forth below is limited to the General Corporation Law
of the State of Delaware, and we do not express any opinion herein concerning
any other laws.

     Based on the foregoing, it is our opinion that the Shares to be issued
upon grant or exercise of Stock Awards (as defined in the Plan), or to be
purchased under, the Plan are duly authorized and, when issued by the Company in
accordance with the terms of the Stock Awards, will be validly issued, fully
paid and nonassessable.

     We consent to the filing of this opinion letter as an exhibit to the
Registration Statement.  In giving such consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Commission thereunder.


                                       Sincerely,


                                       ALSTON & BIRD LLP


                                       By:  /s/ Steven L. Pottle
                                            --------------------
                                            A Partner

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