Midnight Holdings Group Inc – ‘S-8’ on 11/6/03 – EX-5.1

On:  Thursday, 11/6/03, at 4:14pm ET   ·   Effective:  11/6/03   ·   Accession #:  1241833-3-65   ·   File #:  333-110299

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            9     36K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-4.1      Instrument Defining the Rights of Security Holders     4     20K 
 3: EX-4.2      Instrument Defining the Rights of Security Holders     3     13K 
 4: EX-5.1      Opinion re: Legality                                   1      8K 
 5: EX-23.1     Consent of Experts or Counsel                          1      6K 

EX-5.1   —   Opinion re: Legality

Exhibit 5.1                                                                     

The Law Offices of Michael L. Corrigan
 Attorney at Law
 City National Bank Building
 4275 Executive Square
 Second Floor, Suite 210
La Jolla, California 92037
Office: (858) 531-5984 Fax: (858) 824-0452

October 15, 2003                                                                

Redox Technology, Corp.                                                         
3828 West Davis, Suite 308                                                      
Conroe, TX 77304                                                                

Re: Opinion of Counsel - Registration Statement on Form S-8                     

Gentleman:                                                                      

I have acted as special counsel for Redox Technology, Corp. (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 3,600,000 shares of the Company's   
common stock, .001 par value, (the "Common Stock"), issuable pursuant to the    
Company's Advisory and Consultants 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/ Michael L. Corrigan                                                         
-----------------------                                                         
Michael L Corrigan                                                              

Dates Referenced Herein

This ‘S-8’ Filing		Date		Other Filings
Filed on / Effective on:		11/6/03		None on these Dates
		10/15/03
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