Attached files

                                                                     Exhibit 5.1

                         David Lubin & Associates, PLLC
                                 10 Union Avenue
                                     Suite 5
                            Lynbrook, New York 11563
                            Telephone: (516) 887-8200
                             Facsimile: 516-887-8250
                           david@dlubinassociates.com

                                                               February 26, 2014

Merecot Corp.
616 Corporate Way
Valley Cottage, NY 10989

     Re: Registration Statement on Form S-1

Gentlemen:

     We have  acted as  special  counsel to Merecot  Corp.  (the  "Company")  in
connection  with its filing with the  Securities  and Exchange  Commission  of a
Registration Statement on Form S-1 (the "Registration  Statement"),  pursuant to
the Securities Act of 1933, as amended (the "Act").  The Registration  Statement
relates to the offer and sale of up to 10,000,000  shares of common stock of the
Company (the "Shares") to be offered pursuant to the prospectus which is part of
the Registration Statement.

     In  connection  therewith,  we have  examined  and  relied  upon  original,
certified,  conformed,  photostat  or  other  copies  of  (a)  the  Articles  of
Incorporation  and  Bylaws  of the  Company;  (b)  resolutions  of the  Board of
Directors  of the  Company;  (c) the  Registration  Statement  and the  exhibits
thereto;  and (d) such corporate records of the Company,  certificates of public
officials,  certificates  of  officers  of  the  Company  and  other  documents,
agreements and instruments as we have deemed necessary as to matters of fact and
have made such  examinations  of laws as we have deemed  relevant as a basis for
the opinions herein  contained.  In all such  examinations,  we have assumed the
genuineness  of all  signatures  on original  documents,  and the  conformity to
originals or certified  documents  of all copies  submitted to us as  conformed,
photostat or other copies.

     Based upon and subject to the  foregoing,  we are of the opinion  that when
issued in accordance with the terms described in the Registration  Statement and
upon receipt by the Company of the purchase price  therefor,  the Shares will be
validly issued, fully paid and non-assessable.

     We are  familiar  with the  applicable  provisions  of the  Nevada  Revised
Statutes,  the  applicable  provisions of the Nevada  Constitution  and reported
judicial decisions interpreting those laws, and we have made such inquiries with
respect thereto as we consider  necessary to render this opinion with respect to
a Nevada corporation.  This opinion letter is opining upon and is limited to the

current  federal  securities  laws of the United States and, Nevada law, as such
laws  presently  exist and to the facts as they presently  exist.  We express no
opinion  with  respect to the effect or  applicability  of the laws of any other
jurisdiction.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the  prospectus  forming a part of the  Registration  Statement.  In
giving such  consent,  we do not thereby  admit that we are included  within the
category of persons whose consent is required  under Section 7 of the Act or the
rules and regulations promulgated thereunder.

                               Sincerely,


                               /s/ David Lubin
                               ------------------------------
                               David Lubin & Associates, PLLC