Exhibit  5.1
                                   DAVID M. LOEV
                                 Attorney  at  Law
                         2777  Allen  Parkway,  Suite  1000
                              Houston,  Texas  77019
                             (713)  524-4110  -  phone
                              (713)  524-4122  -  fax
                                dloev@loevlaw.com

January  21,  2005


MT  ULTIMATE  HEALTHCARE  CORP.
45  MAIN  STREET,  SUITE  617
BROOKLYN,  NY  10112

Re:  Form  SB-2  Registration  Statement

Gentlemen:

You  have  requested  that  I  furnish  you my legal opinion with respect to the
legality  of  the following described securities of MT Ultimate Healthcare Corp.
(the  "Company")  covered  by  a  Form  SB-2  Registration  Statement,  (the
"Registration Statement"), filed with the Securities and Exchange Commission for
the  purpose  of  registering  such securities under the Securities Act of 1933:

1.   Up  to  34,212,500 shares of common stock underlying convertible notes; and
2.   Up  to  1,400,000  shares  of  common  stock  underlying  warrants.

The  shares  of  common  stock underlying convertible notes and shares of common
stock  underlying  warrants  shall  be referred to collectively as the "Shares."

In  connection  with  this opinion, I have examined the corporate records of the
Company,  including the Company's Amended Articles of Incorporation, Bylaws, and
the  Minutes  of  its  Board  of  Directors  and  Shareholders  meetings,  the
Registration  Statement,  and  such  other  documents  and  records  as I deemed
relevant  in  order  to  render  this  opinion.

Based  on the foregoing, it is my opinion that, after the Registration Statement
becomes  effective  and  the  Shares have been issued and delivered as described
therein,  the  Shares  will  be  validly  issued, fully paid and non-assessable.

This  opinion  opines  upon  Nevada  law including the statutory provisions, all
applicable  provisions  of  Nevada General Corporation Law and reported judicial
decisions  interpreting  those  laws.

I  hereby consent to the filing of this opinion with the Securities and Exchange
Commission  as  an  exhibit to the Registration Statement and further consent to
statements  made  therein  regarding  this  firm  and  use of its name under the
heading  "Legal  Matters"  in  the  Prospectus  constituting  a  part  of  such
Registration  Statement.

     Sincerely,

     /s/  David  M.  Loev,  Attorney  at  Law