Exhibit 5.1


                                February 8, 2005

MDU Communications International, Inc.
60-D Commerce Way
Totowa, New Jersey  07512

Dear Sirs:

         We have acted as special counsel to MDU Communications International,
Inc., a Delaware corporation (the "Company"), in connection with the preparation
and filing by the Company with the Securities and Exchange Commission (the
"Commission") of a Registration Statement on Form SB-2 (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Securities
Act"), relating to the registration by the Company of:

         (a) 6,063,400 shares of the Company's common stock, par value $.001 per
share (the "Common Stock," and such shares of Common Stock are referred to
herein as the "Shares"), not included on prior registration statements on Form
SB-2 filed by the Company, which registration statements are amended by the
Registration Statement, for offer and sale by selling stockholders; and

         (b) 2,122,204 shares of Common Stock issuable upon exercise of warrants
(the "Warrant Shares"), for offer and sale by selling stockholders.

         In connection with the opinion expressed below, we have examined
originals, telecopies or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and all such agreements,
certificates of public officials, certificates of officers or representatives of
the Company and others, and such other documents, certificates and corporate or
other records as we have deemed necessary or appropriate as a basis for this
opinion.

         In our examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons signing or delivering any instrument, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents. As to any
facts material to this opinion that were not independently established or
verified, we have relied upon statements and representations of officers and
other representatives of the Company and others.

         Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that (a) the Shares
have been duly authorized by the Company and are validly issued, fully paid and
nonassessable and (b) the Warrant Shares to be issued upon exercise of warrants
have been validly authorized and, when issued in accordance with their terms,
will be fully paid and nonasssessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the prospectus which forms a part thereof. In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission promulgated thereunder.

                                Very truly yours,



                                /s/ Schulte Roth & Zabel LLP