GIBBONS, DEL DEO, DOLAN, GRIFFINGER & VECCHIONE

                           A Professional Corporation

                              One Riverfront Plaza

                            Newark, New Jersey 07102


                                                        July 9, 2002



Millennium Cell Inc.
1 Industrial Way West
Eatontown, New Jersey 07724

Re:   Registration Statement on Form S-3

Ladies and Gentlemen:


         We have acted as counsel to Millennium Cell, Inc., a Delaware
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 8,924,038 shares (the "Shares")
of the Company's common stock, par value $0.001 per share (the "Common Stock"),
to be sold by the selling stockholders named in the Registration Statement.

         The Shares include: (i) 1,075,268 shares of Common Stock (the "Initial
Shares"); (ii) up to 5,647,058 shares of Common Stock that are issuable upon the
conversion of (A) $9,000,000 principal amount of Initial Debentures (the
"Initial Debentures") and (B) $3,000,000 principal amount of Additional
Debentures (the "Additional Debentures"), in each case that one of the selling
stockholders identified in the Registration Statement may acquire in the future
in accordance with the terms of the Securities Purchase Agreement, dated as of
June 19, 2002, among the Company and the purchasers identified therein (the
"Purchase Agreement"), which is incorporated by reference as an exhibit to the
Registration Statement; and (iii) up to 2,201,712 shares of Common Stock that
may be issuable upon the exercise of (A) the First Warrants (the "First
Warrants") issued as of June 19, 2002 in accordance with the terms of the
Purchase Agreement, (B) the Second Warrant (the "Second Warrant") issuable in
connection with the Initial Debentures in accordance with the terms of the
Purchase Agreement, and (C) the Third

Warrant (the "Third Warrant") issuable in connection with the Additional
Debentures in accordance with the terms of the Purchase Agreement. The First
Warrant, the Second Warrant and the Third Warrant are collectively referred to
as the "Warrants". The Initial Debenture and the Additional Debentures are
collectively referred to as the "Debentures."

         In rendering the opinions set forth below, we have examined the
Registration Statement and the exhibits thereto (including, without limitation,
the Purchase Agreement, the Debentures and the Warrants), 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
examination, we have assumed that: (i) the Debentures, the Second Warrant and
the Third Warrant will be issued and sold in accordance with the terms of the
Purchase Agreement; (ii) the Company will comply with Section 4.6 of the
Purchase Agreement and reserve sufficient shares for issuance upon conversion of
the Debentures and exercise of the Warrants; and (iii) 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 Initial
Shares are duly authorized, validly issued, fully paid and non-assessable; (ii)
the portion of the Shares issuable upon the conversion of the Debentures are
duly authorized and will be, when issued in accordance with the terms of the
Purchase Agreement, validly issued, fully paid and non-assessable; and (iii) 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 General
Corporation Law of the State of Delaware. 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/

                                 Gibbons, Del Deo, Dolan, Griffinger & Vecchione
                                 A Professional Corporation