<PAGE>
Exhibit 5.01
Opinion Regarding Legality
<PAGE>
POULTON & YORDAN
ATTORNEYS AT LAW
136 EAST SOUTH TEMPLE, SUITE 1700-A
SALT LAKE CITY, UTAH 84111
Richard T. Ludlow Telephone: (801) 355-1341
Fax: (801) 355-2990
December 19, 2000
Board of Directors
BioPulse International, Inc.
10421 South Jordan Gateway, Suite 500
South Jordan, Utah 84095
Re: Opinion and Consent of Counsel with respect to Registration
Statement on Form SB-2 for BioPulse International, Inc.
Gentlemen:
You have requested the opinion and consent of this law firm, as
counsel, with respect to the proposed issuance and public distribution of
certain securities of the Company pursuant to the filing of a registration
statement on Form SB-2 with the Securities and Exchange Commission.
The proposed offering and public distribution relates to up to 389,318
shares of common stock, $.001 par value (the "Common Stock"), to be issued
to the Selling Securityholders upon the exercise of outstanding warrants
and options and up to 300,000 common shares which may be offered and sold
by the Company to the public at a the then prevailing market price, at
prices relating to such prevailing market price, at negotiated prices, or
at fixed prices. It is our opinion that the shares of Common Stock will,
when issued in accordance with the terms and conditions set forth in the
registration statement, be duly authorized, validly issued, fully paid and
nonassessable shares of common stock of the Company in accordance with the
corporation laws of the State of Nevada.
We consent to be named by the Company in the registration statement
and prospectus included therein. We also consent to the Company filing
this legality opinion as an exhibit to the registration statement.
Very truly yours,
POULTON & YORDAN
/s/ Richard T. Ludlow
Richard T. Ludlow
Attorney at Law
</Page>
