EXHBIT 5.1
                                 KUTAK ROCK LLP

                                   SUITE 2100
                      peachtree center south tower chicago
                        225 PEACHTREE STREET, N.E. DENVER
                                   kansas city
                       ATLANTA, GEORGIA 30303-1731 lincoln
                                   little rock
                           404-222-4600 newport beach
                      Facsimile 404-222-4654 oklahoma city
                                      OMAHA
                           www.kutakrock.com pasadena
                                    Richmond
                                   Scottsdale
                                   washington


                                 August 17, 2001
Robert E. Altenbach
robert.altenbach@kutakrock.com
(404) 222-4620



Ruby Mining Company
3399 Peachtree Road, NE
The Lenox Building, Suite 810
Atlanta, Georgia 30326

Gentlemen:

         We have acted as counsel to Ruby  Mining  Company  (the  "Company")  in
connection  with  the  filing  of a  Registration  Statement  on Form  S-8  (the
"Registration  Statement")  under the  Securities  Act of 1933,  as amended,  to
compensate four consultants with stock for services rendered in the total amount
of $445,000 in the form of 445,000 shares of the Company's common stock,  $0.001
par value  (the  "Shares").  In  connection  therewith,  we have  examined  such
corporate  records,  certificates  of public  officials and other  documents and
records  as we have  considered  necessary  or proper  for the  purpose  of this
opinion.

         This opinion is limited by, and is in accordance  with,  the January 1,
1992 edition of the Interpretive Standards applicable to Legal Opinions to Third
Parties in Corporate  Transactions adopted by the Legal Opinion Committee of the
Corporate and Banking Law Section of the State Bar of Georgia.

         Based on the foregoing,  and having regard to the legal  considerations
which we deem  relevant,  we are of the opinion  that the Shares  covered by the
Registration  Statement,  which may be issued  pursuant  to the  above-described
Agreements,  will, when issued, be legally issued, fully paid and nonassessable.
If and when issued, the Shares would be and must be treated as the equivalent of
cash paid and received back as the purchase of  securities.  The Shares would be
issued in  compensation  for services a the rate of $1 per share for $445,000 of
services  performed.  We have  been  advised  by the  Company  that  none of the
services  performed and  compensation  issued  therefore were direct or indirect
commissions or compensation for raising funds for the Company.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement and to all  references to our firm included in or made a
part of the Registration Statement.

                                                          Very truly yours,