Exhibit 5.1



                               CINDY SHY, P.C.
______________________________________________________________________________

                        A PROFESSIONAL LAW CORPORATION



July 9, 2001

Whole Living, Inc.
629 East 730 South, Suite 201
American Fork, Utah 84003


      Re:   Whole Living, Inc.
            Registration Statement on Form SB-2
            Registration No. 333-64210

Whole Living, Inc.:

      We are acting as counsel to Whole Living, Inc., a Nevada corporation
(the "Company"), in connection with the preparation of the above-referenced
registration statement on Form SB-2 (the "Registration Statement"), filed by
the Company with the Securities and Exchange Commission (the "Commission") on
or about June 29, 2001.  The Registration Statement relates to the
registration, under the Securities Act of 1933, as amended (the "Act"), of
11,753,470 common shares, par value $0.001, previously issued or to be issued
by the Company.  Capitalized terms used herein and not otherwise defined have
the meanings given to them in the Registration Statement.

      This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-B promulgated under the Act.

      In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Articles of Incorporation of the Company; (ii) certain resolutions and
written consents of the Board of Directors of the Company relating to the
issuance and registration of the shares (iii) the Registration Statement, and
(iv) such other documents as we have deemed necessary or appropriate as the
basis for the opinions set forth below.  In such examination, we have assumed
the genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents.  As to
any facts material to this opinion which we did not independently establish or
verify, we have relied upon statements and representations of officers and
other representatives of the Company and others.  Members of our firm are
admitted to the practice of law in the State of Utah, and we express no
opinion as to the laws of any other jurisdiction.

      Based on and subject to the foregoing, we are of the opinion that the
10,953,470 shares previously issued by the Company and the 800,000 common
shares to be issued upon exercise of the warrants and paid for upon such
exercise, will be duly authorized and validly issued, and fully paid and
non-assessable.


_____________________________________________________________________________
       525 South 300 East * Salt Lake City, Utah 84111 * (801) 323-2392




Whole Living, Inc.
July 9, 2001
Page 2

     We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement.  We also consent to the reference
to our firm under the caption "Interest of Experts and Counsel" in the
Registration Statement.  In giving this consent, we do not thereby admit that
we are included in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission.


                                    Sincerely,

                                    /s/ Cindy Shy, P.C.

                                    Cindy Shy, P.C.