EXHIBIT 23.1



                           Morgan, Lewis & Bockius LLP
                               1701 Market Street
                             Philadelphia, PA 19103


November 5, 2001


Universal Display Corporation
375 Phillips Boulevard
Ewing, NJ  08618

Re:      Universal Display Corporation
         Registration Statement on Form S-3 Relating to the Registration of
         2,737,620 shares of Common Stock, $.01 par value
         ------------------------------------------------

Ladies and Gentlemen:

We have acted as counsel to Universal Display Corporation, a Pennsylvania
corporation (the "Company"), in connection with the preparation of the
above-referenced Registration Statement on Form S-3 (the "Registration
Statement") to be filed with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended (the "Act"), and the rules and
regulations promulgated thereunder, relating to 2,737,620 shares (the "Shares")
of the Company's common stock, par value $.01 per share (the "Common Stock"), to
be sold by the selling shareholders named in the Registration Statement (the
"Selling Shareholders").


The Shares consist of shares of Common Stock that (i) are issuable upon the
conversion of (A) 5,000 shares of Series C-1 Convertible Preferred Stock (the
"Series C Shares") and (B) up to 5,000 shares of Series D Convertible Preferred
Stock (the "Series D Shares") that the Selling Shareholders may acquire in the
future in accordance with the terms of the Securities Purchase Agreement dated
as of August 22, 2001 among the Company and the purchasers identified therein,
as amended (the "Purchase Agreement"); and (ii) may be issuable upon the
exercise of warrants (as amended, the "Warrants") issued as of August 22, 2001
in accordance with the terms of the Purchase Agreement and a letter agreement
between the Company and Gerard Klauer Mattison & Co., Inc. (the "GKM
Agreement").

In rendering the opinion set forth below, we have examined the Registration
Statement and the exhibits thereto (including, without limitation, the Statement
of Designations, Preferences and Rights of Series C-1 Convertible Preferred
Stock (the "Series C Statement") filed with the Department of State of the
Commonwealth of Pennsylvania, the Statement of Designations, Preferences and
Rights of Series D Convertible Preferred Stock (the "Series D Statement") filed
with the Department of State of the Commonwealth of Pennsylvania, the Purchase
Agreement and the Warrants), the GKM Agreement, certain records of the Company's
corporate proceedings as reflected in its minute books and such statutes,
records and other documents as we have deemed relevant. In our


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examination, we have assumed: (i) that the Series D Shares will be issued and
sold in accordance with the terms of the Purchase Agreement; and (ii) the
genuineness of documents submitted to us as originals and the genuineness of,
and conformity with, the original of all documents submitted to us as copies
thereof.

Based upon the foregoing, we are of the opinion that (i) the portion of the
Shares issuable upon the conversion of the Series C Shares are duly authorized
and, when issued in accordance with the terms of the Series C Statement, will be
validly issued, fully paid and non-assessable; (ii) the portion of the Shares
issuable upon the conversion of the Series D Shares are duly authorized and,
following the issuance of the Series D Shares in accordance with the terms of
the Purchase Agreement, will be, when issued in accordance with the terms of the
Series D Statement, validly issued, fully paid and non-assessable; and (iii)
that the portion of the Shares issuable upon the exercise of the Warrants are
duly authorized and, when issued in accordance with the terms of the Warrants,
will be validly issued, fully paid and non-assessable.

The opinion set forth above is limited to the laws of the Commonwealth of
Pennsylvania. We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to the reference to our firm under
the caption "Legal Opinion" in the prospectus included in the Registration
Statement. In giving such consent, we do not thereby admit that we are acting
within the category of persons whose consent is required under section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.


Very truly yours,

/s/ Morgan, Lewis & Bockius LLP
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