EX-5.1 4 dex51.txt OPINION OF COUNSEL Exhibit 5.1 Exhibit 23.2 (included) OPINION OF COUNSEL JEREMY C. NUTT 14400 Statler, Suite 3709 Fort Worth, TX 76155 817-528-5815 (972) 644-1200 April 8, 2002 True Health, Inc. 5 Tansey Circle Mesquite, TX 75149 Re: Registration Statement on Form S-8 Gentleman: I have acted as counsel for True Health, Inc. (the "Company"), in connection with the preparation and filing of the Company's Registration statement on Form S-8 under the Securities Act of 1933, as amended, (the "Registration Statement"), relating to 400,000 shares of the Company's common stock, par value $0.01, (the "common stock"), issuable pursuant to the Company's Consulting Agreement, (the "Plan"). I have examined the Certificate of Incorporation, as amended, and the By-Laws of the Company and all amendments thereto, the Registration Statement and originals, or copies certified to my satisfaction, of such records and meetings, written actions in lieu of meetings, or resolutions adopted at meetings, of the directors of the Company, and such other documents and instruments as in my judgment are necessary or appropriate to enable me to render the opinions expressed below. Based on the foregoing examination, I am of the opinion that the shares of Common Stock issuable with the Plan are duly authorized and, when issued in accordance with the Plan, will be validly issued, fully paid and non-assessable. Further, I consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Jeremy C. Nutt -------------------- Jeremy C. Nutt, Esq.