RONALD J. TROPP
                                 ATTORNEY AT LAW
                               20222 OXNARD STREET
                            WOODLAND HILLS, CA 91367
                                 (818) 999-3623
                                 rjtropp@aol.com

April 13, 2005

Board of Directors
CytoDyn, Inc.
200 West Vargas St., Suite 1
Santa Fe, New Mexico 8750
Via Fax: 800 417 7252

Re: CytoDyn, Inc.

Ladies and Gentlemen:

The  undersigned is counsel for CytoDyn,  Inc., a Colorado  corporation.  I have
been requested to render an opinion on the 450,000 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,  by-laws and other  corporate  documents and the
applicable  laws of the State of  Colorado.  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. This legal opinion  opines upon the laws of the State of Colorado,  including
statutory provisions,  all applicable  provisions of the Colorado  Constitution,
and the reported judicial decisions interpreting those laws.

3. 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.

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

5. Such shares of common stock,  when sold,  will be legally and validly issued,
and the shares of common stock to be sold by the selling  shareholders have been
legally and validly issued.

6. 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 my name and to the  attachment  of this  opinion
letter as an exhibit to 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/ Ronald J. Tropp
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Ronald J. Tropp