LAW OFFICE
OF
STEWART A. MERKIN
ATTORNEY AT LAW
RIVERGATE PLAZA, SUITE 300
444 BRICKELL AVENUE
MIAMI, FLORIDA 33131
e-mail: [email protected]
Tel.: (305) 358-5800 Fax: (305) 358-2490
January 11, 2001
Med Gen, Inc.
7284 W. Palmetto Park Road, Suite 106
Boca Raton, Florida 33433
Dear Sir:
I have acted as special counsel to Med Gen, Inc., a Nevada corporation
(the "Corporation"), in connection with the offering of 3,055,000 shares
if its Common Stock to consultants and employees of the Corporation. The
offering of the shares is to be made pursuant to a Registration Statement
on Form S-8 to be filed with the Securities and Exchange Commission (the
"Registration Statement").
Please be advised that I am of the opinion that the Corporation's Common
Stock has been duly authorized by the Corporation and, when issued in
accordance with the terms and conditions set forth in the Registration
Statement, will be validly issued by the Corporation and fully paid and
non-assessable.
I consent to the use of our name in the Registration Statement in the
section of the Prospectus entitled "Legal Matters" and the filing of this
letter as an exhibit to the Registration Statement.
Very truly yours,
/s/ Stewart A. Merkin, Esq., P.A.
Stewart A. Merkin, Esq., P.A.
