Exhibit 5.1

                   Golenbock Eiseman Assor Bell & Peskoe LLP
                              437 Madison Avenue
                           New York, New York 10022

August 16, 2004


Balchem Corporation
P. O. Box 600
New Hampton, New York 10958

      Re: Registration Statement on Form S-8

Ladies and Gentlemen:

      We are counsel to Balchem Corporation, a Maryland corporation (the
"Company"), which is filing a Registration Statement on Form S-8 (the
"Registration Statement") with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Securities Act"), relating to the
registration of an aggregate of 150,000 additional shares of the Company's
Common Stock, $0.06-2/3 par value (the "Common Stock"), that may be issued
under the Balchem Corporation Amended and Restated 401(k)/Profit Sharing Plan
(the "401(k) Plan").

      In this connection, we have examined the Company's Articles of
Incorporation, as amended, and By-laws, the 401(k) Plan and such other
documents and corporate records of the Company as we have deemed appropriate.
In all examinations of documents, instruments and other papers, we have
assumed the genuineness of all signatures on original and certified documents
and the conformity with original and certified documents of all copies
submitted to us as conformed, photostatic or other copies. As to matters of
fact we have relied upon representations and statements of officers and
representatives of the Company.

      Based upon the foregoing, it is our opinion that, when issued by the
Company in accordance with the terms of the 401(k) Plan, and against payment
therefor, the shares of Common Stock issuable pursuant to the 401(k) Plan will
be validly issued, fully paid and non-assessable.

      We hereby expressly consent to the inclusion of this opinion as an
exhibit to 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 Securities Act and the rules and regulations of the
Securities and Exchange Commission thereunder.

                                 Very truly yours,

                                 /s/ Golenblock Eiseman Assor Bell & Peskoe LLP