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Exhibit 5.1
Nutraceutix, Inc.
8340 - 154th Avenue N.E.
Redmond, Washington 98052
RE: 1,000,000 SHARES OF COMMON STOCK ($.001 PAR VALUE PER SHARE) OF
NUTRACEUTIX, INC. (THE "COMPANY")
Ladies and Gentlemen:
We have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") pursuant to
the Securities Act of 1933, as amended (the "Act"), which you are filing with
the Securities and Exchange Commission with respect to 1,000,000 shares of
Common Stock, $.001 par value per share (the "Shares"), which may be issued
pursuant to the Nutraceutix, Inc. 1995 Amended Stock Option Plan, as amended,
(the "Plan"). We have examined the Registration Statement and such other
documents and records of the Company, as we have deemed relevant and necessary
for the purposes of this opinion.
Based upon and subject to the foregoing, we are of the opinion that the
Shares that will be issued pursuant to the Plan, upon the due execution by the
Company and the registration by its registrar of the Shares and the issuance
thereof by the Company in accordance with the terms of the Plan, and the receipt
of consideration therefor in accordance with the terms of the Plan, will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
GARVEY, SCHUBERT & BARER
