Exhibit 5


                         REITLER BROWN & ROSENBLATT LLC
                          800 THIRD AVENUE, 21ST FLOOR
                               NEW YORK, NY 10022



                                                     August 23, 2004


Elite Pharmaceuticals, Inc.
165 Ludlow Avenue
Northvale, NJ 07647

         Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

         We have acted as counsel for Elite  Pharmaceuticals,  Inc.,  a Delaware
corporation (the "Company"),  in connection with the preparation and filing of a
registration statement on Form S-8 for the Company's 2002 Stock Option Plan (the
"Registration  Statement").  Pursuant to the Registration Statement, the Company
may issue up to 1,500,000  shares of its Common Stock, par value $0.01 per share
(the "Common  Stock"),  upon  exercise of options  granted  under its 2004 Stock
Option  Plan of which  options to  purchase  123,300  shares  have been  granted
pursuant  to the Plan to  employees  upon  cancellation  of  options  previously
granted  containing  exercised  prices which were higher than the exercise price
established  by the Board of Directors of the Company on June 22, 2004, the date
of the newly granted options (collectively, the "Shares").

         In this  connection  we have been  provided by the Company and examined
copies of (i) the  Certificate  of  Incorporation  of the Company and amendments
thereof  certified by the Secretary of State of the State of Delaware;  (ii) the
By-laws  of the  Company,  as  amended;  and (iii)  resolutions  of the Board of
Directors of the Company (the "Board") adopting,  and of the stockholders of the
Company approving, the 2004 Stock Option Plan (the "Plan").

         In  rendering  the  opinion  herein   expressed  we  have  assumed  the
genuineness  of all  signatures,  the  authenticity  of all original  documents,
instruments  and  certificates  examined by us, the conformity with the original
documents,  instruments and certificates of all copies of documents, instruments
and  certificates  examined  by us  and  the  legal  capacity  to  sign  of  all
individuals executing documents.  We have relied upon the representations of the
Company as to the accuracy and  completeness  of the  foregoing and that none of
this has been rescinded, modified or revoked.

         We are not  admitted to the practice of law in any  jurisdiction  other
than the State of New York,  and we do not express any opinion as to the laws of
other  states  or  jurisdictions  than the laws of the  State of New  York,  the
federal laws of the United States and the General  Corporation  Law of the State
of Delaware.

     Based upon and subject to the  foregoing,  we are of the  opinion  that the
shares of Common Stock when issued in  accordance  with the Plan will be legally
issued, fully paid and non-assessable.

                  We hereby  consent to the filing of this opinion as an exhibit
to the Registration Statement.

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

                                           Very truly yours,

                                           Reitler Brown  & Rosenblatt LLC

                                           By: /s/ Scott H. Rosenblatt
                                               -----------------------
                                               Scott H. Rosenblatt