CINDY SHY, P.C.
_____________________________________________________________________________
                        A PROFESSIONAL LAW CORPORATION


January 23, 2001


United States Securities and Exchange Commission
450 5th Street N.W.
Washington, D.C. 20549

     Re:  Medi-Hut Co., Inc.
          Form SB-2 filed January 16, 2001
          File No. 333- 53718

Gentlemen:

     We are acting as counsel to Medi-Hut Co., Inc., a Delaware corporation
(the "Company"), in connection with the preparation of the above-referenced
registration statement on Form SB-2 (the "Registration Statement"), filed by
the Company with the Securities and Exchange Commission (the "Commission") on
January 16, 2001.  The Registration Statement relates to the registration,
under the Securities Act of 1933, as amended (the "Act"), of 2,250,000 common
shares, par value $0.001, issued by the Company.  Capitalized terms used
herein and not otherwise defined have the meanings given to them in the
Registration Statement.

     This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-B promulgated under the Act.

     In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Articles of Incorporation of the Company; (ii) certain resolutions and
written consents of the Board of Directors of the Company relating to the
issuance and registration of the shares (iii) the Registration Statement, and
(iv) such other documents as we have deemed necessary or appropriate as the
basis for the opinions set forth below.  In such examination, we have assumed
the genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents.  As to
any facts material to this opinion which we did not independently establish or
verify, we have relied upon statements and representations of officers and
other representatives of the Company and others.  Members of our firm are
admitted to the practice of law in the State of Utah, and we express no
opinion as to the laws of any other jurisdiction.

     Based on and subject to the foregoing, we are of the opinion that the
2,250,000 common shares to be issued by the Company when issued will be duly
authorized and validly issued, and fully paid and non-assessable.








______________________________________________________________________________
525 South 300 East*Salt Lake City, Utah 84111*(801) 323-2392 Fax(801)364-5645


Securities and Exchange Commission
January 23, 2001
Page 2





     We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement.  In giving this consent, we do not
thereby admit that we are included in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission.


                              Sincerely,

                              /s/ Cindy Shy, P.C.

                              Cindy Shy, P.C.