AQUA VIE BEVERAGE CORP
S-8, EX-5.1, 2000-06-01
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<PAGE>   1
EX-5.1

             OPINION OF Butcher & Williams, COUNSEL

                                                                     Exhibit 5.1

                                  May 30, 2000

Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D. C. 20549

           Re:  Registration Statement on Form S-8

Dear Ladies and Gentlemen:

     We have reviewed the Articles of Incorporation (as amended) of Aqua Vie
Beverage Corporation, a Delaware corporation (the "Company").

     Subject to approval of the Board of Directors of the Company of the
issuances of the shares pursuant to the various employee or consultant benefit
plans which are the subject to this Registration and payment of $.001/per share
for each share issued hereunder, and approval by the Board of Directors of the
various employee or consultant benefit plans which are the subject to this
Registration, and further subject, as to each person receiving shares under such
employee benefit or consultant agreement that bona fide services are to be
performed thereunder for purposes permitted by Form S-8 under the Securities Act
of 1933, and without allowance for whether the Business Judgment of said
Directors would or would not be supported in a proceeding to verify or challenge
that judgment, it being assumed solely for the purposes hereof that such
business judgment would be affirmed, but without opinion as to the possibility
as to that or any other possible collateral attack thereon:

     Based upon the foregoing and in reliance thereon, we advise you that in our
opinion the Shares, when issued and delivered in accordance with the provisions
of the various employee benefit plans, will be legally issued, fully paid and
non-assessable.

     We consent to the filing of this opinion as an exhibit to the Registration
Statement.

                                 Respectfully submitted,


                                 /s/ Butcher & Williams, P.S.,
                                             Counsel



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