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                              Trombly Business Law
                           1320 Centre St., Suite 202
                                Newton, MA 02459
                            617-243-0060 (telephone)
                               309-406-1426 (eFax)

October  13,  2005

Delivered  by  electronic  submission  via  EDGAR

United  States  Securities  and  Exchange  Commission
Division  of  Corporation  Finance
100  F  Street,  N.E.,  Mail  Stop  3561
Washington,  DC  20549

     Attn: Ms.  Michele  M.  Anderson

     Re:  Jane  Butel  Corporation
          Revised  Preliminary  Information  Statement  on  Schedule  14C
          Filed  September  2,  2005
          File  No.  0-50104

Dear  Ms.  Anderson:

Enclosed  for  your  review  please  find  the  opinion  of  Florida counsel, as
requested.

If  you  have further questions or comments, please feel free to contact us.  We
are  happy  to  cooperate  in  any  way  we  can.

                              Regards,

                              /s/  Amy  M.  Trombly

                              Amy  M.  Trombly
                              Counsel  for  Jane  Butel  Corporation

Enclosure

cc:     Jane  Butel  Corporation

                              KIEFNER & HUNT, P.A.
                       146 Second Street North, Suite 300
                            St. Petersburg, FL 33701
                           (727) 894-8000 (telephone)
                           (727) 894-8002 (facsimile)
                             www.kiefnerhuntlaw.com

                                                                       Reply to:
                                                                Clifford J. Hunt
                                                       cjhunt@kiefnerhuntlaw.com

                                October 12, 2005

United  States  Securities  and  Exchange  Commission
Division  of  Corporation  Finance
100  F  Street,  N.E.  Mail  Stop  3561
Washington,  D.C.  20549

     Attn:     Ms.  Michele  M.  Anderson

Re:  Jane  Butel  Corporation
     Revised  Preliminary  Information  Statement  on  Schedule  14C
     Selected  Florida  corporation  law  issues
     File  No.  0-50104

Dear  Ms.  Anderson:

     We  are Florida legal counsel to the Jane Butel Corporation (the "Company")
and  have been asked by our client to render an opinion regarding certain issues
arising  under  the  Florida  Business Corporation Act, Fla. Stat.   607.0101 et
seq.  (2005)  (the  "Corporation Act").  We understand that our opinion is being
solicited  in  connection with the Company's filing of a preliminary information
statement  under  the Securities Act of 1933, as amended (the "Securities Act").

     In rendering this opinion, we have conducted no investigation other than as
indicated  herein;  and  we  have  assumed  and  relied upon the accuracy of the
information  provided to us, and the statements made to us by securities counsel
for the Company.  Reference is made to that specific letter from Amy M. Trombly,
Esquire  to  Ms.  Michele  M. Anderson of the Securities and Exchange Commission
(the  "Commission")  dated September 30, 2005 (the "Trombly Letter").  A copy of
the Trombly letter is attached hereto for your ease of reference.  We understand
that the Trombly Letter was provided in response to comments of the Commission's
staff  (the  "Staff")  as  set  forth in a letter dated September 23, 2005.  For
purposes  of  this  opinion we have assumed as true and accurate and have relied
upon  the recitation of facts and circumstances set forth in the Trombly Letter.
We  have  further  considered  such  additional  facts as we deemed relevant and
necessary  to  formulate  the  opinions  set  forth  herein.

Subject  to the foregoing, we understand that the Commission Staff is requesting
an opinion from Florida counsel regarding applicability of certain provisions of
the  Corporations  Act  to  the facts and circumstances set forth in the Trombly
Letter.  Specifically,  the Staff has asked for an opinion regarding (i) whether
the  sale  of assets by the Company to Jane Butel required shareholder approval;
and  (ii)  whether  the  issuance  of common stock by the Company to Bootie Beer
Company ("Bootie Beer") required shareholder approval. Our response is set forth
below.

1.     Did  the  sale of assets by the Company to Jane Butel require shareholder
approval?

     Without  reciting all of the facts set forth in the Trombly Letter relative
to  this  inquiry,  we understand that the sale of assets occurred as a means of
satisfying  indebtedness  of the Company.  A board of directors' allocation of a
company's assets for such purpose is specifically authorized by Section 607.1201
of  the  Corporations Act.

607.1201  SALE OF ASSETS IN REGULAR COURSE OF BUSINESS
AND  MORTGAGE  OF  ASSETS.--
(1)  A  corporation  may,  on the terms and conditions and for the consideration
determined  by  the  board  of  directors:
(a)  Sell,  lease,  exchange, or otherwise dispose of all, or substantially all,
of  its  property  in  the  usual  and  regular  course  of  business;
(b)  Mortgage,  pledge,  dedicate to the repayment of indebtedness (whether with
or  without  recourse), create a security interest in, or otherwise encumber any
or  all  of  its  property  whether  or  not  in the usual and regular course of
business;  or
(c)  Transfer  any  or  all  of  its property to a corporation all the shares of
which  are  owned  by  the  corporation.
(2)  Unless  the  articles  of  incorporation  require  it,  approval  by  the
shareholders  of  a  transaction  described  in  subsection (1) is not required.

     It  is  well-established in Florida law that a corporation has both express
and  implied  powers  to  transfer its property or assets subject to limitations
imposed  by  the  Florida  Constitution,  Florida  statutory  law,  articles  of
incorporation,  or  public  policy. De La Rosa v. Tropical Sandwiches, Inc., 298
So.2d  471,  472  (Fla.  3d  DCA  1974)  reh'g  denied.

Where  a  sale  of  corporate  assets  or other property occurs, there is a
presumption  that  the  directors  of  the  corporation  acted  honestly  in the
transaction and in the best interests of the company's shareholders. Id., citing
Baron  v.  Pressed  Metals  of  America, 35 Del.Ch. 325, 117 A.2d 357 (1955).See
Boettcher  v.  IMC  Mortgage  Company,  871 So.2d 1047, 1052 (Fla. 2d DCA 2004).

     It  is  clear that the provisions of Section 607.1201(1)(b) provide express
authorization  for the sale of corporate assets to satisfy its debt obligations.
The facts and circumstances set forth in the Trombley letter provide no basis to
conclude that there is any dispute regarding the good-faith acts of the Board of
Directors  in dedicating Company assets to the repayment of indebtedness and, we
otherwise  have no reason to believe that any such dispute exists.  Thus, we are
not  aware  of  any  facts  or  circumstances  that  could arguably overcome the
presumption that the Board of Directors acted honestly and in the best interests
of  the  shareholders.  Finally,  we  are advised that the Company's articles of
incorporation do not require shareholder approval of the asset sale.  Under such
circumstances,  Section  607.1201(2)  of  the  Corporation  Act  specifically
authorizes  the  sale  without  shareholder  approval.

2.     Did  the  issuance  of  common  stock  by the Company to Bootie Beer
require  shareholder  approval?

     We  understand  from  the  facts and circumstances set forth in the Trombly
Letter  that  the  Company  issued  shares of its common stock to Bootie Beer in
connection  with  a merger transaction.  Section 607.0621 of the Corporation Act
authorizes  a  corporate board of directors to issue shares of corporate capital
stock  for  several  types  of  consideration.

607.0621  ISSUANCE  OF  SHARES.--
(1)  The  powers  granted  in  this  section  to  the  board of directors may be
reserved  to  the  shareholders  by  the  articles  of  incorporation.
(2)  The  board of directors may authorize shares to be issued for consideration
consisting of any tangible or intangible property or benefit to the corporation,
including  cash,  promissory  notes,  services  performed,  promises  to perform
services  evidenced  by  a  written  contract,  or  other  securities  of  the
corporation.
(3)  Before the corporation issues shares, the board of directors must determine
that  the  consideration  received  or to be received for shares to be issued is
adequate.  That determination by the board of directors is conclusive insofar as
the  adequacy of consideration for the issuance of shares relates to whether the
shares  are  validly  issued,  fully  paid, and nonassessable. When it cannot be
determined that outstanding shares are fully paid and nonassessable, there shall
be a conclusive presumption that such shares are fully paid and nonassessable if
the  board  of  directors  makes  a  good  faith  determination that there is no
substantial  evidence  that  the full consideration for such shares has not been
paid.
(4)  When  the  corporation  receives  the  consideration for which the board of
directors  authorized  the  issuance  of  shares, the shares issued therefor are
fully  paid  and  nonassessable.  Consideration  in the form of a promise to pay
money  or  a  promise  to perform services is received by the corporation at the
time  of  the  making of the promise, unless the agreement specifically provides
otherwise.
(5)  The corporation may place in escrow shares issued for a contract for future
services  or  benefits  or  a  promissory  note,  or  make other arrangements to
restrict  the transfer of the shares, and may credit distributions in respect of
the  shares  against their purchase price, until the services are performed, the
note  is  paid, or the benefits received. If the services are not performed, the
shares  escrowed or restricted and the distributions credited may be canceled in
whole  or  part.

     We  are informed that the Board of Directors adopted a resolution approving
the  merger and the issuance of Company shares in connection therewith. Further,
we  are  informed  that  the Company's articles of incorporation do not vest any
rights,  authority  or  power  to  the Company's shareholders to issue shares or
otherwise  vote  on  the  issuance  of  shares.

     Based  upon  the  facts  we  have assumed above, our examination of various
documents  and  the law, it is our opinion that (i) shareholder approval was not
required  in connection with the Company's sale of its assets to Jane Butel; and
(ii)  shareholder approval was not required for the Company's issuance of shares
of  its  capital  stock to Bootie Beer in connection with the merger between the
two  companies.

     In  our  examination  of  the  documents  provided  for our review, we have
assumed  the genuineness of all signatures, the legal capacity of each signatory
to  such  documents,  the  authenticity  of  all  documents  submitted  to us as
originals,  the conformity to original documents of documents submitted to us as
certified,  facsimile, e-mail or photostatic copies, and the authenticity of the
originals  of  such  latter  documents.  We  have  assumed  that  the  Documents
accurately  describe  and  contain the mutual understanding of the parties as to
all  matters  contained  therein, and that no other agreements or understandings
exist  between  the  parties  with  respect  to  the  Documents.

     Any reference herein to "our knowledge" or to any matter "known to us," "of
which  we are aware" or "coming to our attention" or any variation of any of the
foregoing  used  herein (i) signify that, in the course of our representation of
the  Company, no information has come to our attention that would give us actual
knowledge  or  actual  notice  that  any  facts underlying such opinions are not
accurate,  and (ii) the words are intended to be limited to the knowledge of the
lawyers  within  our  firm  that  have given substantive attention to matters on
behalf  of  the  Company.

     For  purposes  of  this  opinion, we have assumed that the merger agreement
identified  herein  has  been  duly  authorized,  executed  and delivered by the
parties  thereto, that the parties each had the legal capacity and all requisite
power  and  authority  to  effect  the  transactions  contemplated by the merger
agreement  and  that  the merger agreement is the valid, binding and enforceable
obligation of the parties enforceable against them in accordance with its terms.
We  are  expressing  no  opinion  herein as to the application of, or compliance
with,  any  federal,  state  or  local  law or regulation relating to the power,
authority  or competence of any party to the transactions described herein other
than  the  Company.

     We  express  no  opinion  as to the laws of any state or jurisdiction other
than  the  Florida  Business  Corporation Act and the federal laws of the United
States.  Accordingly,  to  the  extent  that  any  other  laws govern any of the
matters  as to which we express an opinion, we have assumed, without independent
investigation,  that  the laws of such jurisdiction are identical to the Florida
Business  Corporation  Act,  and  we  express  no  opinion  as  to  whether such
assumption  is  reasonable  or  correct.

     The  foregoing  opinion  is  subject  to  the  accuracy  of the information
provided  and  statements made to us, and is based upon the facts assumed above.
It  is  intended  only  for  your  use,  that of the Company and your respective
counsel  and is not to be relied upon by any other person or entity, and further
distribution  or  dissemination  of  this  letter  is  unauthorized.

                              Sincerely,

                              KIEFNER  &  HUNT,  P.A.

                              /s/  Clifford  J.  Hunt
                              -----------------------------
                              Clifford  J.  Hunt,  Esquire

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