Exhibit 5.1


                         CINDY SHY, P.C.
---------------------------------------------------------------------------
                    A PROFESSIONAL CORPORATION


October 29, 2001


Medi-Hut Co., Inc.
1935 Swarthmore Avenue
Lakewood, New Jersey 08701

      Re:   Medi-Hut, Inc.
            Registration Statement on Form SB-2
            To be filed on or about October 31, 2001

Medi-Hut, Co., Inc.:

      We are acting as counsel to Medi-Hut, Inc., a Delaware 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 October 31, 2001.  The Registration Statement relates to the
registration, under the Securities Act of 1933, as amended (the "Act"), of
1,850,000 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
600,000 common shares to be issued by the Company 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



Medi-Hut, Inc.
October 29, 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.