[Exhibit 5.2]
                     STEWART A. MERKIN
                 444 BRICKELL AVE., SUITE 300
                     MIAMI, FLORIDA 33131
              (305)357-5556   Fax (305) 358-2490
                    merkin@merkinlaw.net
                     www.merkinlaw.net


                                                 January 12, 2005



Board of Directors
Med Gen, Inc.
7284 W. Palmetto Park Road, Suite 207
Boca Raton, Florida 33433


Gentlemen:

We are counsel to Med Gen, Inc. (the "Company") and we have acted
as  counsel for our Company in connection with the preparation of
the  Registration  Statement on Form SB-2  to  be  filed  by  our
Company  with  the  Securities and Exchange  Commission  for  the
registration under the Securities Act of 1933, as amended,  of  a
self-underwritten "best-efforts" offering of 10,200,000 presently
issued and outstanding shares of our Company's common stock,  par
value $0.001 per share (the "Shares").

For  purposes of rendering this opinion, we have made such  legal
and  factual examinations as we have deemed necessary  under  the
circumstances and, as part of such examination, we have examined,
among other things, originals and copies, certified or otherwise,
identified  to  our  satisfaction, of such  documents,  corporate
records  and  other  instruments as we have deemed  necessary  or
appropriate.  For  the  purposes of  such  examination,  we  have
assumed  the genuineness of all signatures on original  documents
and  the conformity to original documents of all copies submitted
to us.

On  the  basis of and in reliance upon the foregoing  examination
and  assumptions,  we  are  of  the  opinion  that  assuming  the
Registration  Statement shall have become effective  pursuant  to
the  provisions  of the Securities Act of 1933, as  amended,  the
Shares,   when   issued  in  accordance  with  the   Registration
Statement, will be validly issued, fully paid and non-assessable.

We  hereby consent to the filing of this opinion as an Exhibit to
the  Registration  Statement and to the reference  to  this  firm
under  the caption "Legal Matters" in the prospectus included  in
the Registration Statement.



Very truly yours,

Law Office of Stewart A. Merkin, Esq.

By: /s/ Stewart Merkin