Exhibit 5.1



                                                  August 16, 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
4,220,122  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 certain  Series C Preferred  Stock  dividend
obligations,  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

                                            Reitler Brown & Rosenblatt LLC