[Letterhead - Reitler Brown & Rosenblatt LLC]




                                                  May 24, 2007




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
12,786,753  shares (the "SHARES") of the Company's common stock, par value $0.01
per share (the  "COMMON  STOCK")  issuable  (i) upon  conversion  of Series C 8%
Convertible  Preferred Stock, par value $0.01 per share (the "SERIES C PREFERRED
STOCK"),  (ii) in satisfaction of Series C Preferred Stock dividend  obligations
to accrue during the first five years on the Series C Preferred Stock, and (iii)
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  into and
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  (i) the  Series  C  Preferred  Stock  and (ii) 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