EXHIBIT 5.1

                      KRYS BOYLE FREEDMAN & SAWYER, P.C.
                               Attorneys at Law
Telephone                   Suite 2700 South Tower                  Facsimile
(303) 893-2300              600 Seventeenth Street             (303) 893-2882
                         Denver, Colorado  80202-5427


                               April 5, 2002


Bion Environmental Technologies, Inc.
18 East 50th Street, 10th Floor
New York, New York 10022

                 Re:  Liquidity of Issuance of Common Shares

Gentlemen:

     We have acted as counsel for Bion Environmental Technologies, Inc., a
Colorado corporation (the "Company"), in connection with the filing of a
Registration Statement on Form S-8 (the "Registration Statement"), under the
Securities Act of 1933, as amended, covering the offer and sale by the Company
of up to 3,000,000 of the Company's Common Shares issuable pursuant to its
2002 Incentive Plan.  We have reviewed the corporate actions of the Company in
connection with these matters and have examined such documents, corporate
records and other instruments as we deemed necessary for the purpose of
issuing this opinion.

     Based upon the foregoing, it is our opinion that:

       (i)  the Company is a corporation duly organized and validly existing
            under the laws of the State of Colorado;

      (ii)  the issuance of the Common Shares has been duly authorized by the
            Company; and

     (iii)  the 3,000,000 Common Shares offered, when issued and sold in the
            manner described in the Registration Statement and in accordance
            with the resolutions adopted by the Board of Directors of the
            Company, and when full payment therefor shall have been received
            by the Company, will be legally issued, fully paid and
            non-assessable.

     We hereby consent to the use of our name in the Registration Statement
and to the filing of this opinion as an exhibit to the Registration
Statement.

                                     Very truly yours,

                                     KRYS BOYLE FREEDMAN & SAWYER, P.C.


                                     By:  /s/ Stanley F. Freedman, P.C.
                                          Stanley F. Freedman, P.C.