Exhibit 5.1

                     Dickstein Shapiro Morin & Oshinsky LLP
                     1177 Avenue of the Americas, 47th Floor
                             New York, NY 10036-2714
                               Tel: (212) 835-1400
                               Fax: (212) 997-9880

                                                                December 4, 2002

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

                         Discovery Laboratories, Inc.--
                       Registration Statement on Form S-3

Gentlemen:

      We have acted as counsel for Discovery Laboratories, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of the
registration statement on Form S-3, and any amendments thereto (the
"Registration Statement"), as filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933 (the "Securities Act"), on
December 4, 2002, for the registration under the Act of up to 9,301,399 shares
of the Company's common stock, par value $0.001 per share (the "Common Stock"),
of which there are (i) 6,397,517 shares of Common Stock issued and outstanding
(the "Shares"), and (ii) 2,903,882 shares of Common Stock (the "Warrant Shares")
which are issuable upon the exercise of certain warrants issued by the Company
(the "Warrants"). The Shares and the Warrant Shares are to be offered for resale
on a delayed or continuous basis pursuant to Rule 415 promulgated under the
Securities Act by the selling stockholders of the Company named in the
Registration Statement.

      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 Certificate of Incorporation, as amended, the Company's Bylaws 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 on and subject to the assumptions, qualifications and limitations
set forth herein, we are of the opinion that:

      1. The Shares that are presently issued and outstanding have been duly and
validly authorized and issued and are fully paid and nonassessable.

      2. The Warrant Shares have been duly authorized for issuance pursuant to
the Warrants, and when issued and delivered in the manner described in the
Warrants against full payment of the consideration set forth therein, will be
validly issued, fully paid and nonassessable.

      We do not express any opinion as to the laws of other states or
jurisdictions other than the laws of the State of New York, the General
Corporation Law of the State of Delaware and the federal law of the United
States. 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.

      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 York or the state Constitution or the General
Corporation Law of the State of Delaware be changed by legislative action,
judicial decision or otherwise.

      We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement and the reference to us under the
heading "Legal Matters" 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
or the rules and regulations promulgated thereunder by the Commission.

      This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purposes.

      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