Exhibit 5
                            LAW OFFICE
                                 OF
                         STEWART A. MERKIN
                          ATTORNEY AT LAW
                     RIVERGATE PLAZA, SUITE 300
                        444 BRICKELL AVENUE
                        MIAMI, FLORIDA 33131
                       e-mail: merkmia@aol.com
                               ---------------

Tel.: (305) 357-5556                             Fax:  (305) 358-2490



April 9, 2002

Med Gen, Inc.
7284 W. Palmetto Park Road, Suite 106
Boca Raton, Florida 33433

Dear Sir:

I have acted as special counsel to Med Gen, Inc., a Nevada corporation
(the "Corporation"), in connection with the offering of 5,484,500
shares if its Common Stock to consultants and employees of the
Corporation. The offering of the shares is to be made pursuant to a
Registration Statement on Form S-8 to be filed with the Securities and
Exchange Commission (the "Registration Statement".)

Please be advised that I am of the opinion that the Corporation's
Common Stock has been duly authorized by the Corporation and, when
issued in accordance with the terms and conditions set forth in the
Registration Statement, will be validly issued by the Corporation and
fully paid and non-assessable.

I consent to the use of our name in the Registration Statement and the
filing of this letter as an exhibit to the Registration Statement.

Very truly yours,

/s/ Stewart A. Merkin, Esq., P.A.

Stewart A. Merkin, Esq., P.A.