Exhibit 5.1                   Opinion re: legality

                       [Letterhead of Joel Seidner, Esq.]

                                December 12, 2005

Edward Alexander, Chief Executive Officer
PROTON LABORATORIES, INC.
1135 Atlantic Avenue, Suite 101
Alameda, CA 94501

Dear Mr. Alexander:

          As counsel for PROTON LABORATORIES, INC., a State of Washington
corporation (the "Company"), you have requested me to render this opinion in
connection with the Registration Statement of the Company on Form SB-2
("Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), filed with the Securities and Exchange Commission relating to
the resale of 50,000,000 shares of common stock, par value $.0001 per share (the
"Common Stock") by certain security holders of the Company who are listed as the
Selling Stockholders in the Registration Statement.

          I am familiar with the Registration Statement and the registration
contemplated thereby. In giving this opinion, I have reviewed the Registration
Statement and such other documents and certificates of public officials and of
officers and directors of the Company with respect to the accuracy of the
factual matters contained therein as I have felt necessary or appropriate in
order to render the opinions expressed herein. In making my examination, I have
assumed the genuineness of all signatures, the authenticity of all documents
presented to us as originals, the conformity to original documents of all
documents presented to us as copies thereof, and the authenticity of the
original documents from which any such copies were made, which assumptions I
have not independently verified.

          Based upon the foregoing, I am of the opinion that:

1.             The Company is a corporation duly organized, validly existing and
               in good standing under the laws of the State of Washington.

2.             The shares of Common Stock underlying the equity line of credit,
               at such time as common stock is put to the selling stockholder
               according to the terms of the equity line of credit, will be
               validly issued, fully paid and nonassessable.

          I consent to the use in the Registration Statement of the reference to
Joel Seidner, Esq. as an expert under the heading " INTEREST OF NAMED EXPERTS
AND COUNSEL."

          This opinion is conditioned upon the Registration Statement being
declared effective by the Securities and Exchange Commission and upon compliance
by the Company with all applicable provisions of the Securities Act and such
state securities rules, regulations and laws as may be applicable.

                                Very truly yours,


                             /s/ Joel Seidner, Esq.