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




                                            November 15, 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  13,743,330
shares of its Common Stock (the  "Shares"),  namely:  (i) 1,388,700  outstanding
shares of Common Stock held by stockholders of the Company  including  1,362,200
shares  acquired from Dr. Atul Mehta,  a former Chief  Executive  Officer of the
Company,  (ii) 6,024,119  shares to be offered upon conversion of 516,558 shares
of Series A Preferred Stock, par value $.01 per share (the "Preferred  Shares"),
acquired by the holders in a private  placement and an estimated  858,539 shares
of  Common  Stock  which  may  be  issued  to  the  Preferred   Stockholders  in
satisfaction  of  dividend  obligations  during a 24 month  period  from date of
issue,  (iii)  5,660,511  shares to be offered  upon  exercise  of Common  Stock
Purchase Warrants issued in the private placement, and (iv) 670,000 shares to be
offered upon exercise of options held by Dr. Mehta.

                  We have reviewed a certified copy of the Company's Certificate
of Incorporation,  as amended,  and copies of its By-laws as amended, the Common
Stock Purchase  Warrants,  the Amended and Restated Option To Purchase Shares to
Dr.  Mehta,  the minutes of the relevant  corporate  proceedings  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.



                  Our  affiliate  RB Holdings  II, LLC is a Selling  Stockholder
with  respect to and owner of 3,400  shares of Common  Stock  acquired  from Dr.
Mehta.

                   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