EXHIBIT 5.01
                     [BODMAN, LONGLEY & DAHLING LETTERHEAD]
                                [FORM OF OPINION]



                                  May 27, 2003


Caraco Pharmaceutical Laboratories Ltd.
1150 Elijah McCoy Drive
Detroit, MI 48202


                  Re:      Caraco Pharmaceutical Laboratories Ltd.
                           Registration Statement on Form SB-2

Ladies and Gentlemen:

         We have acted as counsel to Caraco Pharmaceutical Laboratories Ltd., a
Michigan corporation (the "Company"), in connection with the proposed
registration of up to 5,000,000 shares of the Company's Common Stock, no par
value (the "Shares") pursuant to the Registration Statement on Form SB-2 filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act") (such Registration Statement, as
amended or supplemented and together with any other registration statement
referred to in this paragraph, is hereinafter referred to as the "Registration
Statement"). This opinion also relates to any registration statement in
connection with this offering that is to be effective upon filing pursuant to
Rule 462(b) under the Act and the term "Shares" as used herein also includes any
additional shares of the Company's common stock registered pursuant to such
subsequently filed registration statement.

         In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purposes of this
opinion, including (i) the Amended and Restated Articles of Incorporation and
Bylaws of the Company, (ii) minutes and records of the corporate proceedings of
the Company with respect to the Shares, (iii) the Registration Statement and the
exhibits thereto, and (iv) such other documents and instruments as we have
deemed necessary for purposes of the opinions contained herein.

         For purposes of this opinion, we have assumed the authenticity of the
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the genuineness of the
signatures of the persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto and the due authorization, execution and delivery of all
documents by the parties thereto other than the Company. As to any facts
material to the opinions expressed herein which we have not independently
established or verified, we have relied upon statements and representations of
officers and other representatives of the Company and others. Our opinion
expressed below is subject to the qualifications that we express no opinion as
to the applicability



                                       1

of, compliance with, or effect of any laws except the Michigan Business
Corporation Act (the "MBCA") and the federal laws of the United States of
America.

         Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, we are of the opinion
that the Shares have been duly authorized for issuance and, upon (i)
effectiveness under the Act of the Registration Statement and (ii) payment for
the Shares and issuance in accordance therewith, the Shares will be validly
issued, fully paid and nonassessable.

         We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.01 to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.

         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 current
MBCA or the current federal law of the United States be changed by legislative
action, judicial decision or otherwise.

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

                                         Very truly yours,

                                         BODMAN, LONGLEY & DAHLING LLP

                                         By:/s/ Fred B. Green
                                            ----------------------------
                                            Fred B. Green, Partner





                                       2