EXHIBIT 5.1

                                 Graubard Miller
                                600 Third Avenue
                          New York, New York 10016-2097

                                                       February 25, 2004

Bio-American Capital Corporation
498 Ellis Street, 2nd Floor
Penticton, British Columbia, Canada V2A 4M2

Ladies and Gentlemen:

         Reference   is  made  to  the   Registration   Statement  on  Form  S-8
("Registration   Statement")   filed   by   Bio-American   Capital   Corporation
("Company"), a Nevada corporation,  under the Securities Act of 1933, as amended
("Act"),  with respect to an aggregate of 10,000,000 shares of common stock, par
value $.001 per share ("Common  Stock"),  to be offered by the Company under the
Company's 2004 Equity Performance Plan ("2004 Plan").

         We have examined such documents and considered such legal matters as we
have deemed necessary and relevant as the basis for the opinion set forth below.
With  respect  to such  examination,  we have  assumed  the  genuineness  of all
signatures,  the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents  submitted to us as reproduced
or  certified  copies,  and the  authenticity  of the  originals of those latter
documents.  As to questions of fact  material to this  opinion,  we have, to the
extent  deemed  appropriate,  relied  upon  certain  representations  of certain
officers and  employees  of the  Company.  We have also assumed that in granting
future awards under the 2004 Plan,  the Board of Directors of the Company or the
appropriate  committee  thereunder  will exercise its discretion in establishing
the terms of such awards within the  permissible  limits of the law of the State
of Nevada and the certificate of incorporation and by-laws of the Company.

         Based upon the foregoing, it is our opinion that the Common Stock to be
issued by the  Company  under the 2004 Plan,  when sold in  accordance  with the
terms of the 2004 Plan and the individual  instruments  or agreements  governing
their issuance,  will be legally issued, fully paid and nonassessable,  although
they may be subject to contractual  restrictions established by the 2004 Plan or
the individual instrument or agreement.

         In giving this opinion,  we have assumed that all  certificates for the
Company's shares of Common Stock, prior to their issuance, will be duly executed
on behalf of the Company by the Company's  transfer  agent and registered by the
Company's registrar, if necessary, and will conform, except as to denominations,
to specimens which we have examined.

         We hereby  consent  to the use of this  opinion  as an  exhibit  to the
Registration  Statement,  to the  use of our  name as  your  counsel  and to all
references made to us in the Registration  Statement. In giving this consent, we
do not hereby  admit that we are in the  category  of persons  whose  consent is
required  under Section 7 of the Act, or the rules and  regulations  promulgated
thereunder.

                                                  Very truly yours,
                                                  /s/ Graubard Miller