EX-5.1

                OPINION OF DICKSTEIN SHAPIRO MORIN & OSHINSKY LLP

             [Letterhead of Dickstein Shapiro Morin & Oshinsky LLP]

                                October 29, 2002

Board of Directors
Discovery Laboratories, Inc.
350 South Main Street, Suite 307
Doylestown, Pennsylvania 18901

   Discovery Laboratories, Inc. Amended and Restated 1998 Stock Incentive Plan:

Ladies and Gentlemen:

      We have acted as counsel for Discovery Laboratories, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of the Company's
registration statement on Form S-8, and any amendments thereto (the
"Registration Statement"), as filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Securities Act"), for the
registration under the Securities Act of up to 1,000,000 shares (the "Shares")
of the Company's common stock, par value $0.001 per share (the "Common Stock"),
to be issued upon the exercise of stock options granted under the Company's
Amended and Restated 1998 Stock Incentive Plan (the "Plan") as a result of an
amendment to such Plan increasing the number of shares issuable under such Plan
from 4,150,000 to 5,150,000. Capitalized terms used and not defined in this
opinion have the meanings ascribed to them in the Registration Statement. You
have requested that we furnish our opinion as to matters hereinafter set forth.

      In rendering this opinion, we have relied upon, among other things, our
examination of certain records of the Company, including without limitation, the
Company's Restated Certificate of Incorporation, and the Company's Bylaws, as
amended, and resolutions of the Board of Directors. We have also examined
certificates of the Company's officers and of public officials and have reviewed
such questions of law and made such other inquiries, as we have deemed necessary
or appropriate for the purpose of rendering this opinion. As to various
questions of fact material to this opinion, we have also relied upon
representations and warranties of the Company and upon such certificates and
other instruments of officers of the Company and public officials furnished to
us by the Company, in each case without independent investigation or
verification.

      In addition, without any independent investigation or verification, we
have assumed (i) the genuineness of all signatures, (ii) the authenticity of all
documents submitted to us as originals and the conformity with the original
documents of all documents submitted to us as certified, conformed or
photostatic copies, (iii) the authority of all persons signing any document
other than the officers of the Company, where applicable, signing in their
capacity as such, (iv) the enforceability of all the documents we have reviewed
in accordance with their respective terms against the parties thereto, and (v)
the truth and accuracy of all matters of fact set forth in all certificates and
other instruments furnished to us.

      Based upon the foregoing, and subject to the limitations, qualifications
and assumptions set forth herein, we are of the opinion that the Shares offered
by the Company


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pursuant to the Registration Statement, when issued and paid for in accordance
with the Plan, will be validly issued, fully paid and nonassessable.

      No opinion is expressed herein with respect to any laws other than the
Federal laws of the United States of America and, to the extent required by the
foregoing opinion, the General Corporation Law of the State of Delaware. No
opinion is expressed as to the effect that the law of any other jurisdiction may
have upon the subject matter of the opinion expressed herein under conflicts of
law principles, rules and regulations or otherwise.

      We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and the reference to us under the heading "Legal Counsel"
in the prospectus included in Part I of the Registration Statement. In giving
this consent, we do not admit that we are within the category of persons whose
consent is required by Section 7 of the Securities Act of 1933 or the rules and
regulations promulgated thereunder by the Securities and Exchange Commission.

      The foregoing opinion is delivered to the Board of Directors of the
Company in connection with the Registration Statement, and may not be relied
upon by any other person or for any other purpose.

      We wish to call your attention to the fact that the fair market value of
all securities of the Company that are beneficially owned by attorneys of this
Firm exceeds $50,000.


                                      Very truly yours,
                                      /s/ Dickstein Shapiro Morin & Oshinsky LLP


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