EXHIBIT  5.02
(and Exhibit  23.02)

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

                                 (973) 442-9944
                                 (973) 442-9933
September 9, 2003

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 2,750,000 (Shares) of
the Company's Common Stock,(par value of $.0002 per share) pursuant to the terms
of a "2003-B Professional/Consultant Stock Compensation Plan" dated September 8,
2003.

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.