OPINION OF COUNSEL


                                         March 31, 2011



Dataram Corporation
186 Princeton-Hightstown Road
West Winsor, New Jersey 08550

          Re:     Dataram Corporation
                  Registration Statement on Form S-3

Ladies and Gentlemen:

     We are providing this opinion letter in our capacity as counsel to
Dataram Corporation, a New Jersey corporation (the "Company"), in
connection with the filing by the Company of a registration statement on
Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with the United States Securities and
Exchange Commission (the "Commission").  The Registration Statement relates
to the sale by the Company of (a) Common Stock, one dollar par value per
share, (b) Debt Securities, (c) Warrants, (d) Units, and (e) any combination
of the foregoing (collectively, the "Securities") to be issued by the
Company in the future upon the filing of an appropriate amendment to the
Registration Statement and/or Supplement to the Prospectus contained
therein.  The Debt Securities will be issued pursuant to an indenture by and
among the Company, as issuer, and a trustee to be selected by the Company
(the "Trustee"), in the form included as Exhibit 4.2 to the Registration
Statement, as such indenture may be amended or supplemented from time to
time (the "Indenture").

     You have requested that we render the opinion set forth in this letter
and we are furnishing this opinion in accordance with the requirements of
Part II, Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K
promulgated by the Commission under the Securities Act.

     In connection with the foregoing registration, we have examined
originals, or copies certified or otherwise identified to our satisfaction,
of (i) the form of Registration Statement and the form of Indenture, each as
provided to us by the Company, (ii) the Company's Restated Certificate of
Incorporation, as amended and restated to date (the "Certificate of
Incorporation"), (iii) the Company's By-Laws, as amended and/or restated to
date (the "By-Laws"), (iv) certain resolutions of the Board of Directors of
the Company relating to the Registration Statement, and (v) such other
documents as we have deemed necessary or appropriate for purposes of
rendering the opinion set forth herein.

     In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents.  With your consent,
we have also assumed (a) that each of the Debt Securities and the Indenture,
and any other documents executed by parties other than the Company with
respect to the Securities (collectively, the "Documents") have been duly
authorized, executed and delivered by the parties thereto other than the
Company, (b) that the Documents constitute legally valid and binding
obligations of the parties thereto other than the Company, enforceable
against each of them in accordance with their respective terms, and (c) that
the status of the Documents as legally valid and binding obligations of the
parties is not affected by any (i) breaches of, or defaults under,
agreements or instruments, (ii) violations of statutes, rules, regulations
or court or governmental orders, or (iii) failures to obtain required
consents, approvals or authorizations from, or to make required
registrations, declarations or filings with, governmental authorities. As to
any facts material to the opinion expressed herein that were not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Company and
others.

     Based upon and subject to the foregoing, we are of the opinion that:

1.  When an issuance of Common Stock has been duly authorized by all
necessary corporate action of the Company, upon issuance, delivery and
payment therefor and in an amount not less than the par value thereof, in an
amount less than or equal to the number of shares of Common Stock authorized
by the Company's Certificate of Incorporation remaining available for
issuance and in the manner contemplated by the Registration Statement and
Prospectus Documents and by such corporate action, such shares of Common
Stock will be validly issued, fully paid and nonassessable.

2.  When an appropriately qualified trustee has been selected and agrees to
act as Trustee under the Indenture, the Indenture has been duly authorized,
executed and delivered by the Company, and the specific terms of any
particular series of Debt Securities have been duly established in
accordance with the Indenture and applicable law and authorized by all
necessary corporate action of the Company (including, without limitation, by
the adoption by the Board of Directors of the Company of resolutions duly
authorizing the issuance and delivery of such Debt Securities), and when any
such Debt Securities have been duly executed and issued by the Company, duly
authenticated by the Trustee and duly delivered by or on behalf of the
Company against payment therefore in accordance with the Indenture and in
the manner contemplated by the Registration Statement and Prospectus
Documents and by such corporate action, such Debt Securities will be the
legally valid and binding obligations of the Company, enforceable against
the Company in accordance with their terms.

3.  When a Warrant Agreement has been duly authorized, executed and
delivered by the Company in accordance with applicable law, the specific
terms of a particular issuance of Warrants have been duly established in
accordance with the Warrant Agreement and authorized by all necessary
corporate action of the Company, and the Warrants have been duly executed,
authenticated, issued and delivered against payment therefore in accordance
with the Warrant Agreement and in the manner contemplated by the
Registration Statement and Prospectus Documents and by such corporate action
(assuming the securities issuable upon exercise of the Warrants have been
duly authorized and reserved for issuance by all necessary corporate action
and in accordance with applicable law), the Warrants will be legally valid
and binding obligations of the Company, enforceable against the Company in
accordance with their terms.

4.  When Units have been duly authorized, executed and delivered by the
Company in accordance with applicable law, the specific terms of a
particular issuance of Units have been duly established and authorized by
all necessary corporate action of the Company, and the Units have been duly
executed, authenticated, issued and delivered against payment therefore in
accordance with the Warrant Agreement and in the manner contemplated by the
Registration Statement and Prospectus Documents and by such corporate action
(assuming the securities issuable upon exercise of the Units have been duly
authorized and reserved for issuance by all necessary corporate action and
in accordance with applicable law), the Units will be legally valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms.

     Our opinions are limited to the laws of the State of New Jersey.  Our
opinions are subject to: (i) the effect of bankruptcy, insolvency,
reorganization, preference, fraudulent transfer, moratorium or other similar
laws relating to or affecting the rights and remedies of creditors; (ii) the
effect of general principles of equity, whether considered in a proceeding
in equity or at law (including the possible unavailability of specific
performance or injunctive relief), concepts of materiality, reasonableness,
good faith and fair dealing, and the discretion of the court before which a
proceeding is brought; (iii) the invalidity under certain circumstances
under law or court decisions of provisions providing for the indemnification
of or contribution to a party with respect to a liability where such
indemnification or contribution is contrary to public policy; and (iv) we
express no opinion as to (a) any provision for liquidated damages, default
interest, late charges, monetary penalties, make-whole premiums or other
economic remedies to the extent such provisions are deemed to constitute a
penalty, (b) consents to, or restrictions upon, governing law, jurisdiction,
venue, arbitration, remedies or judicial relief, (c) any waiver of rights or
defenses under usury laws; (d) any provision requiring the payment of
attorneys' fees, where such payment is contrary to law or public policy; (e)
any provision permitting, upon acceleration of the Debt Securities,
collection of that portion of the stated principal amount thereof which might
be determined to constitute unearned interest thereon; and (f) the
severability, if invalid, of provisions to the foregoing effect.

     We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.  In giving this consent, we do not hereby admit that we are in
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission promulgated
thereunder.

     This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein.  We
assume no obligation to revise or supplement this opinion should the present
laws of the State of New Jersey be changed by legislative action, judicial
decision or otherwise.

                              Very truly yours,

                              /s/ Dillon, Bitar & Luther, L.L.C.

                              DILLON, BITAR & LUTHER, L.L.C.