CARR & WADDOUPS
                             Attorneys At Law
TAYLOR  D. CARR            609 JUDGE BUILDING           TELEPHONE (801) 363-0888
                            8 EAST BROADWAY
TRENT  J.  WADDOUPS      SALT LAKE CITY, UTAH 84111     FACSIMILE (801) 363-8512


                                September 9, 2002

The  Board  of  Directors
Woodland  Hatchery,  Inc.
1442  Lower  River  Road
Woodland,  UT  84036

Gentlemen:

     We  have  been  retained  by  Woodland  Hatchery, Inc., (the "Company"), in
connection with the Registration Statement on Form S-8 filed by the Company with
the  Securities  and Exchange Commission (the "Registration Statement") relating
to  75,000  shares  of  common  stock,  par  value  $0.001  per share.  You have
requested  that  we render an opinion as to whether the common stock as proposed
to  be  issued  on  the  terms  set  forth in the Registration Statement will be
validly  issued,  fully  paid  and  non-assessable.

     In  connection  with  this  engagement,  we  have  examined  the following:

     1.   the  articles  of  incorporation  of  the  Company, and any amendments
          thereto;

     2.   the  bylaws  of  the  Company;

     3.   unanimous  consents  of  the  board  of  directors;  and

     4.   the  Registration  Statement.

     We  have  examined such other corporate records and documents and have made
such  other  examinations  as  we  deemed  relevant.  We have also discussed the
documents  examined  and  relied upon in rendering this opinion with one or more
directors  and  executive  officers  of  the Company, and in all instances, have
assumed  the  genuineness  of  all  signatures,  the  legal  capacity of natural
persons,  the  authenticity  of  all  documents  submitted  as  originals,  the
conformity  with  the original documents of all documents submitted as certified
or  photostatic  copies and the authenticity of the originals of such copies. We
have further assumed that the recipients of these Securities under the plan will
have  paid  the  consideration required under the terms of the Plan prior to the
issuance  of  the  Securities,  and  that  none of the services performed by the
recipients  shall  be  related  to  "capital  raising"  transactions.

     Based  upon the above examination, we are of the opinion that the shares of
common  stock  proposed to be issued pursuant to the Registration Statement, are
validly  authorized  and,  when issued in accordance with the terms set forth in
the  Registration  Statement,  will  be  validly  issued,  fully  paid,  and
non-assessable.

     This  opinion  is  expressly  limited  in scope to the Securities described
herein  and  which  are  to  be  expressly  covered  by  the  above  referenced
Registration  Statement  and  does  not  cover  any  subsequent issuances of any
securities  to  be  made  in  the  future  pursuant  to any other plans, if any,
pertaining  to  services  performed  in  the  future.  Any such transactions are
required  to  be  included  in  a new registration statement or a post-effective
amendment to the above referenced Registration Statement, which will be required
to  include a revised or a new opinion concerning the legality of the Securities
to  be  issued.




     We  hereby  consent  to  the  filing  of  this opinion as an exhibit to the
Registration  Statement;  however,  this  opinion is not to be used, circulated,
quoted  or otherwise referred to for any other purpose without our prior written
consent.

                              Sincerely  yours,

                              CARR  &  WADDOUPS

                              /s/  Carr  &  Waddoups
                              ----------------------