[RUBIN BAUM LEVIN CONSTANT & FRIEDMAN LETTERHEAD]

                   May 26, 1998

AyurCore, Inc.
1737 N. First Street, Suite 290
San Jose, California 95112

Ladies and Gentlemen:

    We refer to the Registration Statement on Form SB-2, File No. 333-42053
(the "Registration Statement"), filed by AyurCore, Inc., a Delaware corporation
(the "Company"), with the Securities and Exchange Commission for the purpose of
registering under the Securities Act of 1933, as amended: (a) up to 1,552,500
shares of the Company's Common Stock, par value $.001 per share (the "Common
Stock"), (b) warrants (the "Representative's Warrants") to purchase up to 
135,000 shares of Common Stock.

    As counsel to the Company, we have examined such corporate records,
documents and agreements and such matters of law as we have considered necessary
or appropriate for the purpose of this opinion.  Upon the basis of such
examination, we advise you that in our opinion:

    (i)       the Common Stock to be sold by the Company to the several
underwriters, if and when paid for and issued in accordance with the terms of
the underwriting agreement between the Company and the several underwriters in
the form of Exhibit 1.1 to the Registration Statement (the "Underwriting
Agreement"), will be legally issued, fully paid and nonassessable;

    (ii)      the Common Stock issuable upon exercise of the Representative's
Warrants, if and when paid for and issued upon exercise of the Representative's
Warrants in accordance with the terms thereof, will be legally issued, fully 
paid and nonassessable; and




RUBIN BAUM LEVIN CONSTANT & FRIEDMAN 
May 26, 1998
Page 2

    (iii)     the Representative's Warrants to be sold by the Company to the
representative of the several underwriters, if and when paid for and issued in
accordance with the terms of the Underwriting Agreement, will be valid and
binding obligations of the Company. 
    
    The opinion expressed in paragraph (iii) above with regard to the validity
and binding nature of the obligations referred to therein is limited to the
extent that the validity and binding nature of such obligations may be limited
by bankruptcy, insolvency, moratorium or other similar laws or equitable
principles relating to or limiting creditors' rights generally.

    We are members of the New York Bar, and the opinions expressed herein are
limited to questions arising under the laws of the State of New York, the
General Corporation Law of the State of Delaware and the Federal law of the
United States, and we disclaim any opinion whatsoever with respect to matters
governed by the laws of any other jurisdiction.

    We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to this firm under the caption "Legal Matters" in
the Prospectus which is a part of the Registration Statement.

                                       Very truly yours,

                                       s/ Rubin Baum Levin Constant & Friedman

                                       RUBIN BAUM LEVIN CONSTANT & FRIEDMAN