EXHIBIT 5.1 and 23.01:  OPINION RE:  LEGALITY

                                  [LETTER HEAD]
                               Marcus A. Sanders,
                                 Attorney At Law
                                542 62nd Street,
                                Oakland, CA 94609

July 20, 2001

Board of Directors
Cryocon, Inc.
2250 North 1500 West
Ogden, Utah 84401

  Re: Cryocon, Inc.
      Amendment No. 3 to Registration Statement on Form S-3 SB- 2

Gentlemen:

     Cryocon, Inc. (the "Company") retained me in connection with
the registration statement (the "Registration Statement") on Form
S-3 SB-2 to be filed by the Company with the Securities and
Exchange Commission relating to the securities of the Company. You
requested that I render my opinion as to whether or not the
securities the Company wants to issue on the terms set forth in
the Registration Statement will be validly issued, fully paid, and
nonassessable.

     In connection with this request, I examined the following:

       1.   Articles of Incorporation of the Company, and amendments
            thereto;
       2.   Bylaws of the Company;
       3.   Unanimous consent resolutions of the Company's board of
            directors;
       4.   The Convertible Dentures between Cryocon, Inc. and Paragon
            Venture Fund LLC;
       5.   The Registration Statement and Amendments, thereof;
       6.   Warrant Issuance to Bourns, Inc.;
       7.   Warrant Issuance to Todd Moore;
       8.   Notice and issuance of the Warrants to the Shareholders
       9.   Common Stock Purchase Agreement with New Millennium Capital
            Group, L.L.C.
       10.  Minutes of the Board of Directors Meetings

     I examined such other corporate records and documents and
have made such other examinations, as I have deemed relevant.

     Based on the above examination, I am of the opinion that the
securities of the Company to be issued pursuant to the
Registration Statement are validly authorized and, when issued in
accordance with the terms set forth in the Registration Statement,
will be validly issued, fully paid, and nonassessable under
corporate laws of the state of Colorado.

     This opinion is limited in scope to the shares to be issued
pursuant to the Registration Statement and does not cover
subsequent issuance of shares to be made in the future. Such
transactions are required to be included in either a new
registration statement or a post-effective amendment to the
Registration Statement, including updated opinions concerning the
validity of issuance of such shares.

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     Further, I consent to my name, Marcus A. Sanders, Attorney At
Law being included in the Registration Statement as having
rendered the foregoing opinion and as having represented the
Company in connection with the Registration Statement.

Sincerely,

/s/

Marcus A. Sanders, Esq.

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