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