EXHIBIT 5.01
(and Exhibit 23.01)

                      Law Office of Andrea Cataneo, Ltd.
                             81 Meadowbrook Road
                             Randolph, NJ  07860

                                (973) 442-9944
                                (973) 442-9933


Board of Directors
APO Health Inc.


Gentlemen:

We have represented APO Health, Inc., a Nevada corporation (the Company), in
connection with preparation of the Company's Registration Statement on Form
S-8 (the Registration Statement) under the Securities Act of 1933, as amended,
concerning registration of the proposed issuance of up to 600,000 ("Shares")
of the Company's Common Stock, (par value of $.001 per share) pursuant to the
terms of a Consultants Compensation Plan dated November 15, 2001.

We have examined the Articles of Incorporation and Bylaws of the Company, the
record of the Company's corporate proceedings concerning the registration
described above, and the Plan. In addition, we have examined such other
certificates, agreements, documents and papers, and we have made such other
inquiries and investigations of law as we have deemed appropriate and
necessary in order to express the opinion set forth in this letter. In our
examinations, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, photostatic, or
conformed copies and the authenticity of the originals of all such latter
documents. In addition, as to certain matters we have relied upon certificates
and advice from various state authorities and public officials, and we have
assumed the accuracy of the material and the factual matters contained
therein.

Subject to the foregoing and on the basis of the aforementioned examinations
and investigations, it is our opinion that the Shares, if and when issued as
contemplated by the Plan, and as described in the Registration Statement, will
have been duly authorized and legally issued, and will upon payment of legal
consideration constitute fully paid and non-assessable shares of the Company's
Common Stock.

We hereby consent (a) to all references to this firm in the Registration
Statement; and (b) to the filing of this opinion as an exhibit to the
Registration Statement.

This opinion is to be used solely for the purpose of the registration of the
Common Stock and may not be used for any other purpose.

Very truly yours,


                             LAW OFFICE OF ANDREA CATANEO LTD.

                               /s/ Andrea Cataneo

                             By:  Andrea Cataneo, Esq.