EX-5.1-OPINION FROM COUNSEL

                           January 08, 2004
(letterhead)
James E. Pratt, Esq.
Law Office
195 Kildare Road
Garden City, NY 11530
#516-741-2978


Dicut, Inc.
 2655 Dallas Highway, Suite 410,
 Marietta, GA, 30064

Ladies and Gentlemen:

      You have requested my opinion as counsel for Dicut, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, and the Rules and Regulations promulgated
thereunder, and the issuance by the Company of up to 3,000,000 shares of Common
Stock under the 2004 Employee, Consultant and Advisor Stock Compensation Plan of
the Company.

     I have examined the Company's Registration Statement on Form S-8 in
the form to be filed with the Securities and Exchange Commission on or about
January 08, 2004 (the "Registration Statement"). I further have examined the
Certificate of Incorporation, as amended, of the Company as filed with the
Secretary of State of the State of Delaware, the By-laws, and the minute books
of the Company as a basis for the opinion hereafter expressed.

     Based on the foregoing examination, I am of the opinion that, upon issuance
in the manner described in the Registration Statement, the shares of Common
Stock covered by the Registration Statement will be legally issued, fully paid
and nonassessable shares of the capital stock of the Company.

     I consent to the filing of this opinion as an exhibit to the
Registration Statement.

                           Very truly yours,

                           /s/James E. Pratt, Esq.

                           Attorney for Dicut, Inc.