Exhibit 5.1


                           JEFFERS, SHAFF & FALK, LLP
                                ATTORNEYS AT LAW
                             18881 VON KARMAN AVENUE
                                   SUITE 1400
                            IRVINE, CALIFORNIA 92612
                            TELEPHONE: (949) 660-7700
                            FACSIMILE: (949) 660-7799

                                 March 26, 2001


Meditech Pharmaceuticals, Inc.
10105 E. Via Linda, #103
Phoenix, Arizona  85258

         RE:      Registration Statement on Form SB-2
                  Meditech Pharmaceuticals, Inc.,
                  Par value $.00001 per share

Ladies and Gentlemen:

     We have acted as counsel for Meditech Pharmaceuticals, Inc., a Nevada
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form SB-2 (the "Registration Statement") as to which
this opinion is a part, filed with the Securities and Exchange Commission (the
"Commission") on March 26, 2001, for the resale by certain selling shareholders
of (i) up to 47,000,000 shares of Common Stock ("Swartz Shares") that may be
issued to Swartz Private Equity LLC ("Swartz") pursuant to a certain Amended and
Restated Investment Agreement between the Company and Swartz ("Investment
Agreement") and upon exercise of warrants issued to Swartz under the Investment
Agreement, (ii) up to 19,316,000 shares of common stock that are presently
outstanding to be sold by certain selling shareholders (the "Selling
Shareholders"), and (iii) up to 6,800,000 shares of common stock which may be
issued upon the exercise of outstanding options and warrants (the "Option
Shares"). This opinion is being furnished pursuant to Item 601(b)(5) of
Regulation S-B under the Act.

     In connection with rendering the opinion as set forth below, we have
reviewed (a) the Registration Statement and the exhibits thereto, (b) the
Company's Articles of Incorporation, as amended, (c) the Company's Bylaws, as
amended, (d) the Amended and Restated Investment Agreement, and the warrant
issued to Swartz, (e) the option and warrant agreements issued to certain
selling shareholders relating to the Option Shares, (f) certain records of the
Company's corporate proceedings as reflected in its minute books, and (g) such
statutes, records and other documents as we have deemed relevant.

     In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and conformity with
the originals of all documents submitted to us as copies thereof. In addition,
we have made such other examinations of law and fact as we have deemed relevant
in order to form a basis for the opinion hereinafter expressed. We have




conducted no independent investigation and have relied solely on the items
listed above in rendering these opinions.

     Based upon the foregoing, and subject to the qualifications and limitations
set forth herein, we are of the opinion that (i) the outstanding shares of
Common Stock to be sold by the Selling Shareholders have been validly issued and
are fully paid and non-assessable and (ii) the Swartz Shares, upon issuance by
the Company in the manner and for the consideration contemplated in the
Investment Agreement and, in the case of the Option Shares underlying the
outstanding options and warrants to be issued upon exercise of the options and
warrants and payment of the exercise prices thereof to the Company in accordance
with their terms, will be validly issued, fully paid and non-assessable.

     We are licensed to practice law in California and our opinion is limited to
the Nevada Revised Corporate Statutes. We hereby consent to the use of this
opinion as an exhibit to the Registration Statement and to the references to
this firm under the caption "Legal Matters" in the Registration Statement. In
giving this consent, we do not hereby admit that we are acting within the
category of persons whose consent is required under Section 7 of the Securities
Act and the rules and regulations of the Securities and Exchange Commission
thereunder.

                                            Very truly yours,



                                            /s/  JEFFERS, SHAFF & FALK, LLP