EXHIBIT 5.1
             OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP


                               September 12, 2001


Endorex Corporation
28101 Ballard Drive, Suite F
Lake Forest, Illinois  60045

                   Re:    Endorex Corporation - Registration Statement on Form
                          S-8 for Offering of an Additional 334,336 Shares of
                          Common Stock

Dear Ladies and Gentlemen:

                  We have acted as counsel  to Endorex  Corporation,  a Delaware
corporation  (the  "Company"),  in connection with the  registration on Form S-8
(the "Registration  Statement") under the Securities Act of 1933, as amended, of
an additional  334,336 shares of the Company's common stock (the "Common Stock")
reserved  for issuance  under the  Company's  Amended and Restated  1995 Omnibus
Incentive Plan (the "Plan").

                   This  opinion  is  being  furnished  in  accordance  with the
requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-B.

                  We have  reviewed  the  Company's  charter  documents  and the
corporate  proceedings taken by the Company in connection with the establishment
and amendment of the Plan. Based on such review, we are of the opinion that, if,
as and when the shares of Common  Stock are  issued and sold (and  consideration
therefor  received)  pursuant to the  applicable  provisions  of the Plan and in
accordance with the Registration Statement, such shares will be duly authorized,
validly issued, fully paid and non-assessable.

                  We consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement.

                  This opinion  letter is rendered as of the date first  written
above and we  disclaim  any  obligation  to advise you of facts,  circumstances,
events or developments which hereafter may be brought to our attention and which
may  alter,  affect or modify  the  opinion  expressed  herein.  Our  opinion is
expressly  limited  to the  matters  set forth  above and we render no  opinion,
whether by  implication  or otherwise,  as to any other matters  relating to the
Company, the Plan or the shares of Common Stock issuable under the Plan.



                                     Very truly yours,

                                     /s/ Brobeck, Phleger & Harrison LLP

                                     BROBECK, PHLEGER & HARRISON LLP