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



                                       February 28, 2006

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

         Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

         We have  acted as counsel to Elite  Pharmaceuticals,  Inc.,  a Delaware
corporation (the "Company"),  in connection with the preparation and filing of a
registration  statement on Form S-8 (the "Registration  Statement")  registering
under the Securities Act of 1933, as amended (the "Act") 2,500,000 shares of the
Company's Common Stock, par value $.01 per share (the "Shares") authorized by an
amendment  approved by  stockholder to the Company's 2004 Stock Option Plan (the
"Plan") to  increase  the shares  subject to the Plan from  1,500,000  Shares to
4,000,000  Shares.  The original  1,500,000 Shares were registered under the Act
pursuant  to the  registration  statement  on  Form  S-8  (Commission  File  No.
333-118524).

         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;  (iii)  the  Plan as  amended;  and (iv)
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 and the
amendment.

         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this has been rescinded, modified or revoked.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 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 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