[LETTERHEAD]

September 14, 2001

Hollis-Eden Pharmaceuticals, Inc.
9333 Genesee Avenue, Suite 110
San Diego, CA 92121

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection
with the filing by Hollis-Eden Pharmaceuticals, Inc., a Delaware corporation
(the "Company"), of a Registration Statement on Form S-1 (the "Registration
Statement"), including a related prospectus filed with the Registration
Statement (the "Prospectus"), covering the offering for resale of up to
2,250,000 shares of the Company's Common Stock, $.01 par value, including
2,200,000 shares of Common Stock (the "Shares") and 50,000 shares of Common
Stock issuable upon the exercise of certain Warrants (the "Warrant Shares"), all
of which are issuable pursuant to the terms of a Purchase Agreement between the
Company and the Purchaser named therein (the "Purchase Agreement").

In connection with this opinion, we have examined the Purchase Agreement, the
Registration Statement and related Prospectus, your Certificate of Incorporation
and Bylaws, as amended, the Warrants and related agreements, and such other
documents, records, certificates, memoranda and other instruments as we deem
necessary as a basis for this opinion.  We have assumed the genuineness and
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as copies thereof and the due
execution and delivery of all documents where due execution and delivery are a
prerequisite to the effectiveness thereof.

On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares and the Warrant Shares, when issued and sold in accordance with
the terms of the Purchase Agreement and the Warrants, respectively, will be
validly issued, fully paid and nonassessable.

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

Very truly yours,

Cooley Godward llp

/s/ Thomas A. Coll
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Thomas A. Coll