RICHARD S. LANE
                                Attorney At Law
                              One Old Country Road
                                   Suite 120
                             Carle Place, NY 11514

                   Phone (516) 248-0858 -- Fax (516) 877-7841
                            Toll Free (877) 850-0858

                                 April 18, 2001

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

Re: Struthers, Inc.

To Whom It May Concern:

As counsel for the above Company and in connection with the filing of Form S-1
of the Registration Statement under Securities Act of 1933 for the sale of its
securities, it is my opinion that the securities being registered thereunder
will, when sold, be legally issued, fully paid and non-assessable.

The undersigned hereby consents to the filing of this opinion as an exhibit to
said Registration Statement.


                                                Very truly yours,


                                                /s/ RICHARD S. LANE
                                                -------------------
RSL:mgv                                         Richard S. Lane