Exhibit 5.1



                                 Reed Smith LLP
                                435 Sixth Avenue
                            Pittsburgh, PA 15219-1886
                                  412.288.3131
                                Fax: 412.288.3063


                                                April 22, 2005



Board of Directors
Bodisen Biotech, Inc.
North Part of Xinquia Road
Yang Ling AG
High-Tech Industries Demonstration Zone
Yang Ling, China 71200

     Re:  Opinion and Consent of Counsel  with Respect to the Issuance of Shares
          Being Registered on a Registration Statement on Form SB-2

To Whom It May Concern:

     You have requested the opinion and consent of this law firm, as counsel,
with respect to the proposed issuance and public distribution of certain
securities of Bodisen Biotech, Inc. pursuant to a registration statement on Form
SB-2 filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended.

     The registration statement relates to the proposed offering and public
distribution of up to 908,750 shares of common stock, $.0001 par value, to be
sold by the selling stockholders named therein in connection with the conversion
of a convertible debenture and the exercise of warrants.

     We have examined the records and documents and made such examinations of
laws as we have deemed necessary in connection with this opinion. It is our
opinion that the shares of common stock will, when issued in accordance with the
terms and conditions set forth in the registration statement, be legally issued,
duly authorized, validly issued, fully paid and non-assessable shares of common
stock of Bodisen Biotech, Inc. in accordance with the State of Delaware
corporation laws, statutory provisions, all applicable provisions of the
Delaware Constitution and reported decisions interpreting those laws.

     We hereby consent to filing this opinion as an exhibit to the registration
statement.

                                                     Sincerely yours,

                                                     Reed Smith LLP



                                                     /s/ Reed Smith LLP
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