Attached files

file filename
S-1 - FITWAYVITAMINS, INC.fitwayforms1.txt
EX-23 - EXHIBIT 23 - FITWAYVITAMINS, INC.ex-23.txt
EX-3.(I) - EXHIBIT 3.1 - FITWAYVITAMINS, INC.ex3-1.txt
EX-3.(II) - EXHIBIT 3.2 - FITWAYVITAMINS, INC.ex3-2.txt




                                                                       EXHIBIT 5


                                 DIANE D. DALMY
                                 ATTORNEY AT LAW
                              8965 W. CORNELL PLACE
                            LAKEWOOD, COLORADO 80227
                            303.985.9324 (TELEPHONE)
                            303.988.6954 (FACSIMILE)


January 25, 2010


Ms. Margaret Wessels
President/Chief Executive Officer
FitwayVitamins, Inc.
112 North Curry Street
Carson City, Nevada 89703


Re: FitwayVitamins, Inc.
    Registration Statement on Form S-1


Ladies and Gentlemen:

I have acted as counsel for  FitwayVitamins,  Inc.,  a Nevada  corporation  (the
"Company") in connection  with the  preparation of a  registration  statement on
Form S-1 (the "Registration Statement"),  filed with the Securities and Exchange
Commission  on January  25,  2010  pursuant to the  Securities  Act of 1933,  as
amended (the "1933 Securities Act"). The Registration  Statements relates to the
proposed public offering of up to 4,000,000 shares of the Company's common stock
(the "Common Stock").

In connection with this opinion,  I have made such  investigations  and examined
such records,  including:  (i) the  Registration  Statement;  (ii) the Company's
Articles of Incorporation,  as amended; (iii) such corporate minutes as I deemed
necessary to the  performance of my services and to give this opinion;  and (iv)
such other  instruments,  documents  and records as I have deemed  relevant  and
necessary to examine for the purpose of this  opinion.  I have also examined and
am familiar with the originals or copies,  certified or otherwise  identified to
my  satisfaction,   of  such  other  documents,   corporate  records  and  other
instruments as I have deemed  necessary for the preparation of this opinion.  In
expressing this opinion I have relied, as to any questions of fact upon which my
opinion is predicated,  upon representations and certificates of the officers of
the Company.  I am not qualified to practice law in any jurisdiction  other than
the State of Nevada.



FitwayVitamins, Inc. Page Two January 25, 2010 In giving this opinion I have assumed: (i) the genuineness of all signatures and the authenticity and completeness of all documents submitted to me as originals; and (ii) the conformity to originals and the authenticity of all documents supplied to me as certified, photocopied, conformed or facsimile copies and the authenticity and completeness of the originals of any such documents. In giving this opinion, I have relied upon certificates of incumbency and certificates of officers of the Company, respectively. I am providing this opinion to you in accordance with Item 601(b)(5) of Regulation S-B promulgated under the 1933 Securities Act for filing as Exhibit 5.1 to the Registration Statement. The opinions herein are limited to the Federal laws of the United States of American and the corporate law of the State of Nevada. I do no express any opinion concerning any law of any other jurisdiction or the local laws of any jurisdiction. Based upon the foregoing, I am of the opinion that the shares of Common Stock to be offered and sold by the Company to the public, when issued and sold in the manner described in the Registration Statement, will be validly issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name in the Prospectus constituting a part thereof in connection with the matters referred to under the caption "Legal Matters". Sincerely, /s/ DIANE D. DALMY __________________ Diane D. Dalmy