[Leonard W. Burningham letterhead]

October 1, 1998


Interwest Stock Transfer
1981 E. Murray-Holladay Road
Salt Lake City, Utah 84117

Medivest, Inc.
3646 West 2100 South
Salt Lake City, Utah 84121

Re:       Reverse split of the outstanding shares of Medivest,
          Inc., a Utah corporation (the "Company")   

Gentlemen:

          I have been retained to render an opinion as to the ability of a
Utah corporation to effect a reverse split of its issued and outstanding
common stock without a meeting of its stockholders or the consent of a
majority of its outstanding voting securities.

          I understand that this reverse split will be accomplished by
resolution of the Board of Directors without the creation of fractional
shares, and this opinion is premised on these facts.  In my opinion, this
action would follow the legal precedent of Seed Products International, Inc.
v. Owen, 768 P.2d 973 (Utah App. 1989) ("Owen").

          In Owen, the Utah Court of Appeals discussed the types of
corporate actions for which an amendment to the corporation's Articles of
Incorporation must be filed.  The court relied on the long-standing precedent
of Jackson v. Crown Point Mining Co., 59 P. 238 (1899), in which the Utah
Supreme Court held that an amendment to a corporation's Articles of
Incorporation needs to be filed only in cases of "fundamental corporate
changes, i.e., those that alter the character of a corporation, add or
diminish the scope of its powers, or violate state policy."  768 P.2d at 975. 

          The Owen court concluded that the 20 to 1 reverse split of Seed
Products' stock did not meet the "fundamentality" requirement of Jackson and
that the requirement of filing an amendment to its Articles of Incorporation
did not apply.  768 P.2d at 975.

          The Utah Legislature has substantially revised the Utah Business
Corporation Act in the period following the issuance of the Owen decision in
1989.  The Utah Revised Business Corporation Act (the "Revised Act") was
promulgated in 1992, a full three years after Owen.  It is thus apparent that,
if the Legislature had wanted to overrule Owen through legislation, it could
have done so in the Revised Act.

          The Revised Act neither imposes nor specifically denies the
requirement that a corporation amend its Articles of Incorporation in
connection with a reverse split of its stock.  This lack of legislation three
years following Owen, when it was still a fairly recent and "fresh" case,
suggests that the Legislature had no desire to overrule the precedent of that
case.

          Nor has Owen been overruled by the Utah courts.  It remains as
valid as it was when the decision was issued.

          The Revised Act does not require stockholder approval of reverse
splits of a corporation's stock.  Section 16-10a-1003 discusses certain
corporate actions that require such approval.  However, this Section is
inapplicable to the Company's reverse split for two reasons:  (i) it pertains
only to an amendment of the Articles of Incorporation, which, as shown above,
is not necessary here; and (ii) even if Section 16-10a-1003 otherwise applied
to this transaction, the only reverse split-related event for which the
Section requires a stockholder vote is triggered when fractional shares are
created, and I understand that no fractional shares will be created here.

          Also, see Section 623 of the Revised Act, regarding share
dividends, where the ABA commentators' comments regarding a "reverse" split
requiring an amendment to the Articles of Incorporation were not adopted by
the State of Utah.

          Please contact me if you have any questions or comments.

                              Yours very sincerely,

                         /S/Leonard W. Burningham
                              Leonard W. Burningham

LWB/sr.
cc:  Olsen Payne & Co.