J. Garry McAllister
                            405 E. 12450 So., Suite A
                               Draper, Utah 84020
                                 (801) 572-6610
                               Fax (801) 572-2480


 May 3, 2001

 U.S. Securities and Exchange Commission
 450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

     We have acted as counsel to Air  Packaging  Technologies,  Inc., a Delaware
corporation  (the  "Company"),  in connection with the preparation and filing by
the  Company  of its  Registration  Statement  on Form SB-2  (the  "Registration
Statement")  under the  Securities  Act of 1933,  as amended,  pertaining to the
offering  and sale from time to time by and for of the  account  of the  Selling
Stockholders  named  therein of up to  6,090,000  shares (the  "Shares")  of the
Company's  common stock,  par value $.01 per share ("Common  Stock"),  including
2,500,000 shares issuable upon te conversion of the Company's 8.75%  Convertible
Debentures  (the  "Debenture  shares") and  2,950,000  shares  issuable upon the
exercise of Warrants (the "Warrant Shares").

     In so acting, we have examined originals or copies,  certified or otherwise
identified to our  satisfaction,  of the Company's  Certificate of Incorporation
and Bylaws,  and such other corporate records,  agreements,  documents and other
instruments,  and such certificates or comparable  documents of public officials
and of officers and representatives of the Company, and have made such inquiries
of such officers and  representatives,  as we have deemed relevant and necessary
as a basis for the opinions hereinafter set forth.

     In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons,  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 all questions of fact material to this
opinion  that  have not been  independently  established,  we have  relied  upon
certificates  or  comparable  documents of officers and  representatives  of the
Company.




     Based on the foregoing, and subject to the qualifications stated herein, we
are of the opinion  that the Shares  have been duly  authorized,  the  2,500,000
Debenture Shares,  when issued and delivered  pursuant to and in accordance with
the terms and conditions of such Debentures,  and the 2,950,000  Warrant Shares,
when  issued and  delivered  pursuant  to and in  accordance  with the terms and
conditions  of  such  Warrants,   will  be  validly   issued,   fully  paid  and
non-assessable.

     The  opinions  expressed  herein are limited to the  corporate  laws of the
State of  Delaware  and we express  no  opinion as to the effect on the  matters
covered by this letter of the laws of any other jurisdiction.

     The  opinions  expressed  herein are  rendered  solely for your  benefit in
connection  with the  transactions  described  herein.  We hereby consent to the
filing of this opinion letter as an exhibit to the Registration Statement and to
the reference to our Firm under the caption  "Legal  Matters" in the  Prospectus
contained therein.

Very truly yours,

s/ J. Garry McAllister
J. Garry McAllister