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


                                                                  April 13, 2006

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") in connection with the Company's filing of
the registration statement on Form S-3 (the "REGISTRATION  STATEMENT") for up to
246,175 shares (the "SHARES") of the Company's common stock, par value $0.01 per
share (the "COMMON STOCK") issuable upon exercise of warrants to purchase Common
Stock (the "WARRANTS") .

                  We have examined such  agreements,  certificates and documents
as we have considered  necessary for purposes of this opinion.  We have assumed,
with your  permission  and  without  having  undertaken  to  verify  the same by
independent  investigation,  the genuineness of all signatures  (including those
delivered by facsimile),  the  completeness  and  authenticity  of all documents
tendered to us as originals  and the  conformity  to authentic  originals of all
documents  submitted to us as certified,  facsimile or photostatic  copies,  the
legal capacity of natural persons,  that all non-natural persons parties thereto
are duly organized or incorporated,  validly existing and in good standing under
all applicable  laws, that the parties thereto have all necessary power to enter
in to an perform all of their obligations thereunder,  the due authorization and
approval by all requisite  action of the execution,  delivery and performance of
such  documents by the parties  thereto,  the due execution and delivery of such
documents  by the  parties  thereto  and, as to parties  thereto  other than the
Company,  that such documents constitute legal, valid and binding obligations of
such  parties,  enforceable  against  such  parties  in  accordance  with  their
respective terms.

                  We are members of the Bar of the State of New York. We are not
admitted to practice law in any other jurisdiction,  and express no opinion with
respect to the laws of any  jurisdiction  other than the State of New York,  the
Delaware  General  Corporation Law, and the Federal laws of the United States of
America.

                  Based upon the  foregoing,  it is our opinion that the Shares,
when  issued in  accordance  with the  terms of the  Warrants,  will be  validly
issued, fully paid and nonassessable.





                  This opinion letter speaks only as of the date hereof,  and we
hereby  expressly  disclaim any duty to update any of the statements or opinions
made herein.

                  We are  furnishing  this  opinion  to you  in  connection  the
registration  of the  Shares,  and no one other than you is  entitled to rely on
this opinion.

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

                                             Very truly yours

                                             /s/ Reitler Brown & Rosenblatt LLC