Exhibit 5.1

REITLER
BROWN &                                             800 Third Avenue, 21st Floor
ROSENBLATT LLC                                           New York, NY 10022-7604
- ----------------                                              Tel (212) 209-3050
ATTORNEYS AT LAW                                              Fax (212) 371-5500



                                                    June 10, 2004



Elite Pharmaceuticals Inc.
165 Ludlow Avenue
Northvale, NJ 07647

    Re:  Registration Statement on Form S-3

Gentlemen:

         We have  acted as  counsel  to Elite  Pharmaceuticals,  Inc. a Delaware
corporation (the "Company") with respect to the  Registration  Statement on Form
S-3 of the Company ("Registration Statement") relating to 1,680,000 share of its
Common Stock (the "Shares"), namely: (i) 1,530,000 shares of Common Stock of the
Company acquired in a private placement by stockholders of the Company,  (ii) an
aggregate of 50,0000 shares of Common Stock to be acquired by and offered by the
Placement  Agent and its associates  upon exercise of warrants (the  "Warrants")
issued to them by the Company  and (iii)  100,000  shares of Common  Stock to be
offered by Dr. Atul Mehta upon exercise options granted to him.

         We have  reviewed a  certified  copy of the  Company's  Certificate  of
Incorporation,  as amended,  and copies of its  By-laws as amended,  the form of
Warrants,  and the Settlement Agreement and Mutual Release between Dr. Mehta and
the Company,  dated as of April 21, 2004,  filed as exhibits to the Registration
Statement and such other documents as we deemed pertinent to this opinion.

         We have  assumed  the  accuracy  of the  information  set  forth in the
Registration Statement without an independent investigation.

         Based on the foregoing,  it is our opinion that the Shares when offered
by means of the prospectus which is part of the  Registration  Statement will be
legally issued, fully paid and nonassessable.




         We are furnishing this opinion solely to you. It may not be relied upon
by any other person, or for any other purpose,  or used,  circulated,  quoted or
otherwise referred to for any other purpose.

         We hereby consent to the reference to our firm under the caption "Legal
Matter" in the  prospectus  and the filing of this  opinion as an exhibit to the
Registration Statement.

                                                  Very truly yours,



                                                  Reitler Brown & Rosenblatt LLC

                                                  By: /s/Scott H. Rosenblatt