EXHIBIT 5.1
 
                     PAUL, HASTINGS, JANOFSKY & WALKER LLP
                            555 SOUTH FLOWER STREET
                      LOS ANGELES, CALIFORNIA 90071-2371
                           TELEPHONE (213) 683-6000
                           FACSIMILE (213) 627-0705
 
                               October   , 1998
 
Advanced Nutraceuticals, Inc.
2715 Bissonet, Suite 305
Houston, Texas 77005
 
Ladies and Gentlemen:
 
  We are furnishing this opinion of counsel to Advanced Nutraceuticals, Inc.,
a Delaware corporation (the "Company"), for filing as Exhibit 5 to the
Registration Statement on Form S-1 (the "Registration Statement") to be filed
by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to the sale of up to      shares
of the Company's Common Stock, par value $.001 per share (the "Shares").
 
  We have examined the Certificate of Incorporation and Bylaws, each as
amended to date, of the Company, and the originals, or copies certified or
otherwise identified, of records of corporate action of the Company as
furnished to us by the Company, certificates of public officials and of
representatives of the Company, and such other instruments and documents as we
deemed necessary, as a basis for the opinions hereinafter expressed. In such
examination we have assumed the genuineness of all signatures, the
authenticity of all corporate records and other documents submitted to us and
the conformity to original documents submitted to us as certified or
photostatic copies.
 
  Based upon our examination as aforesaid, and in reliance upon our
examination of such questions of law as we deem relevant under the
circumstances, we are of the opinion that the Shares, when purchased as
described in the Registration Statement, will be validly issued, fully paid
and nonassessable.
 
  We express no opinion with respect to the applicability or effect of the
laws of any jurisdiction other than the Delaware General Corporation Law as in
effect on the date hereof.
 
  We hereby consent to the filing of this opinion of counsel as Exhibit 5 to
the Registration Statement.
 
                                          Very truly yours,
 
                                          DRAFT