Exhibit 5 and 23.1 Opinion of Kenneth G. Eade and Consent


                                 Kenneth G. Eade
                                 Attorney at Law
                           510 State Street, Suite 15
                         Santa Barbara, California 93101
                       (805) 560-9828 Fax: (805) 560-3608


May 12, 2004

Board of Directors
CytoDyn, Inc.
200 West Vargas St., Suite 1
Santa Fe, New Mexico  87501

     Re: CytoDyn, Inc.

Ladies and Gentlemen:

The undersigned is counsel for CytoDyn,  Inc. I have been requested to render an
opinion on the 250,000 shares of CytoDyn proposed to be sold pursuant  CytoDyn's
Registration  Statement on Form SB-2. In rendering this opinion, I have reviewed
CytoDyn's  Registration  on Form  SB-2,  its  filings  with the  Securities  and
Exchange   Commission  under  the  Securities  Act  of  1934,  its  articles  of
incorporation  and by laws and other corporate  documents.  All  representations
made to me in CytoDyn documents and by company officers and directors are deemed
to be accurate. It is my opinion that:

1.  CytoDyn  is a  corporation  duly  organized,  validly  existing  and in good
standing  and is  qualified  to do business in each  jurisdiction  in which such
qualification is required.

2. That the shares of common  stock to be issued by CytoDyn  have been  reserved
and,  when  issued,  will be duly and properly  approved by  CytoDyn's  Board of
Directors.

3.  That the  shares  of  stock,  when  and as  issued,  will be fully  paid and
non-assessable, and will be a valid and binding obligation of the corporation.

4.  That the shares of common stock will be registered under  the Securities Act
of 1933, as amended (the "Act"),  and will be registered by coordination with or
exempt from the securities laws of the state jurisdictions in which they will be
sold.

I hereby consent to the use of this opinion in CytoDyn's  Registration Statement
on Form SB-2.  Please feel free to contact the  undersigned  should you have any
further questions regarding this matter.

Very truly yours,

/s/ Kenneth G. Eade
KENNETH G. EADE