EXHIBIT 5.1

                [LETTERHEAD OF GRAY CARY WARE & FREIDENRICH LLP]

April 10, 2002

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: SciClone Pharmaceuticals, Inc. Amended Registration Statement on Form S-3

Ladies and Gentlemen:

           As counsel to SciClone Pharmaceuticals, Inc., a California
corporation (the "Company"), we are rendering this opinion in connection with
the Amended Registration Statement on Form S-3 to which this opinion is being
filed as Exhibit 5.1 (the "Registration Statement"), with respect to the
Company's:

           1.        Common Stock, no par value (the "Common Stock");

           2.        Preferred Stock, no par value (the "Preferred Stock"); and

           3.        Warrants to purchase Common Stock or Preferred Stock (the
                     Common Stock, Preferred Stock and Warrants being
                     collectively referred to herein as the "Securities").

           The Securities may be issued from time to time on a delayed or
continuous basis pursuant to Rule 415 of the Rules and Regulations promulgated
under the Securities Act of 1933, as amended (the "Act"), at a maximum aggregate
offering price of $20,000,000.

           We express no opinion with respect to (i) the availability of
equitable remedies, including specific performance, or (ii) the effect of
bankruptcy, insolvency, reorganization, moratorium or equitable principles
relating to or limiting creditors' rights generally.

           We have examined all instruments, documents and records which we
deemed relevant and necessary for the basis of our opinion hereinafter
expressed. In such examination, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals
and the conformity to the originals of all documents submitted to us as copies.
Insofar as this opinion relates to factual matters, we have assumed without
independent investigation that the statements of the Company contained in the
Registration Statement are true and correct as to all factual matters stated
therein.

           Warrants may be issued pursuant to a Warrant Agreement between the
Company and a bank or trust company as Warrant Agent. We have assumed that the
Warrant Agreement will be duly authorized, executed and delivered by all parties
thereto other than the Company, an assumption which we have not independently
verified. We are expressing no opinion herein as to the application of or
compliance with any federal or state law or regulation to the power, authority
or competence of any party other than the Company to a Warrant Agreement or any
other agreement or contract and have assumed that the same are the valid and
binding obligations of each party thereto other than the Company, and
enforceable against each such other party in accordance with their respective
terms.

           In connection with this opinion, we have assumed that (i) the
Registration Statement, and any amendments thereto (including post-effective
amendments and Prospectus Supplements), will have become effective under the
Act; (ii) appropriate Prospectus Supplements will have been prepared and filed
in accordance with the Act and the



Rules and Regulations promulgated thereunder with the Commission describing the
terms of each particular issue of Securities offered and the terms of the
offering thereof; (iii) all Securities will be issued and sold in compliance
with applicable federal and state securities laws and in the manner stated in
the Registration Statement and the applicable Prospectus Supplement; and
(iv) if applicable, a Warrant Agreement will have been duly authorized, executed
and delivered by the Company and the bank, trust company or Warrant Agent, as
applicable.

           Based upon such examination and subject to the foregoing, we are of
the opinion that:

           1. With respect to the Common Stock, when (i) specifically authorized
for issuance by the Company's Board of Directors or an authorized committee
thereof, (ii) the terms of the sale of the Common Stock have been duly
established in conformity with the Company's Amended and Restated Articles of
Incorporation and Amended and Restated By-laws and assuming such terms and sale
do not violate any applicable law or result in a default under or breach of any
agreement or instrument binding on the Company and comply with any requirement
or restriction imposed by any court or governmental body having jurisdiction
over the Company, (iii) the Common Stock has been issued and sold as
contemplated by the Registration Statement and any applicable Prospectus
Supplement, and (iv) the Company has received the consideration provided for in
the authorizing resolutions on and such consideration per share is not less than
the par value per share of the Common Stock, the Common Stock will be validly
issued, fully paid and non-assessable.

           2. With respect to the Preferred Stock, when (i) specifically
authorized for issuance by the Company's Board of Directors or an authorized
committee thereof, (ii) appropriate Certificate(s) of Designation relating to a
class or series of the Preferred Stock to be sold under the Registration
Statement have been duly authorized and adopted and filed and become effective
with the Secretary of State of the State of California, (iii) the terms of
issuance and sale of shares of such class or series of Preferred Stock have been
duly established in conformity with the Company's Amended and Restated Articles
of Incorporation and Amended and Restated By-laws and assuming such terms and
sale do not violate any applicable law or result in a default under or breach of
any agreement or instrument binding upon the Company and comply with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company, (iv) shares of such class or series of Preferred
Stock have been duly issued and sold as contemplated by the Registration
Statement and any applicable Prospectus Supplement, and (v) the Company has
received the consideration provided for in the authorizing resolutions and such
consideration per share is not less that the par value per share of the
Preferred Stock, such Preferred Stock will be validly issued, fully paid, and
non-assessable.

           3. With respect to the Warrants, when (i) specifically authorized for
issuance by the Company's Board of Directors or an authorized committee thereof,
(ii) the Warrant Agreement relating to the Warrants has been duly authorized,
executed and delivered, (iii) the terms of the Warrants and of their issuance
and sale have been duly established in conformity with the Warrant Agreement and
assuming such terms and sale do not violate any applicable law or result in a
default under or breach of any agreement or instrument binding upon the Company
and comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company, (iv) the Warrants have
been duly executed and countersigned in accordance with the Warrant Agreement
and issued and sold as contemplated by the Registration Statement, and (v) the
Company has received the





consideration provided for in the authorizing resolutions, the Warrants will
constitute valid and binding obligations of the Company against the Company in
accordance with their respective terms.

           This opinion is to be used only in connection with the offer and sale
of the Securities while the Registration Statement is in effect and may not be
used, quoted or relied upon for any other purpose nor may this opinion be
furnished to, quoted to or relied upon by any other person or entity, for any
purpose, without our prior written consent.

           Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters. This
opinion is based upon currently existing statutes, rules, regulations and
judicial decisions, and we disclaim any obligation to advise you of any change
in any of these sources of law or subsequent legal or factual developments which
might affect any matters or opinions set forth herein.

           We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and to the use of our name wherever it
appears in said Registration Statement, including the Prospectus and any
applicable Prospectus Supplement constituting a part thereof, as originally
filed or as subsequently amended or supplemented.

                                           Respectfully submitted,


                                           /s/ Gray Cary Ware & Freidenrich LLP
                                           -------------------------------------
                                           GRAY CARY WARE & FREIDENRICH LLP