EXHIBIT 5

May 21, 2004

Lannett Company, Inc.
9000 State Road
Philadelphia, PA  19136

Ladies and Gentlemen:

         We have acted as your counsel in connection with the Registration
Statement on Form S-3 (the "Registration Statement") to be filed with the
Securities and Exchange Commission under the Securities Act of 1933 (the "1933
Act") for the registration of the resale of 4,000,000 shares of the Company's
common stock, par value $0.001 per share, (the "Shares").

         You have requested our opinion as to the matter set forth below in
connection with the Registration Statement. For purposes of rendering that
opinion, we have examined the Registration Statement, the Company's Certificate
of Incorporation and Bylaws, as amended, and the resolutions of the Company's
Board of Directors that provide for the issuance of the Shares, and we have made
such other investigation as we have deemed appropriate. We have examined and
relied upon certificates of public officials and, as to certain matters of fact
that are material to our opinion, we have also relied on a certificate of an
officer of the Company. In rendering our opinion, we also have made assumptions
that are customary in opinion letters of this kind. We have not verified any of
those assumptions.

         Our opinion set forth below is limited to the law of the State of
Delaware.

         Based upon and subject to the foregoing, it is our opinion that the
Shares have been duly authorized for issuance by the Company and are validly
issued, fully paid and non-assessable.

         We hereby consent to the fling of this opinion as an exhibit to the
Registration Statement and to the reference to this firm in the related
prospectus under the caption "Legal Matters". In giving our consent we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the 1933 Act or the rules and regulations thereunder, nor do
we admit that we are experts with respect to any part of the Registration
Statement or prospectus within the meaning of the term "expert" as used in
Section 11 of the 1933 Act or the rules and regulations promulgated thereunder.

                                                     Yours truly,

                                                     Fox Rothschild LLP

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