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                                   EXHIBIT 5.1



July 6, 2006


VIA FACSIMILE & U.S. MAIL

Board of Directors
Arcadia Resources, Inc.
26777 Central Park Boulevard
Suite 200
Southfield, MI 48076

Re:      Arcadia Resources, Inc., a Nevada corporation
         Registration Statement of Form S-1
         Our File No. 9790-3

Ladies and Gentlemen:


         We have acted as special counsel to Arcadia Resources, Inc., a Nevada
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") of Amendment No. 5 to
Form S-1 (the "5th Amendment") to a registration statement under Registration
No. 333-118557 (together with the 5th Amendment, the "Registration Statement")
of the Company on Form S-1 under the Securities Act of 1933, as amended (the
"Act"). The Registration Statement relates to the offering of up to One Hundred
One Million Eight Hundred Ninety Four Thousand Six Hundred Six
(101,894,606) shares of the Company's common stock, .001 par value per share
(the "Shares") of the Company, up to Six Million Six Hundred Twenty Nine
Thousand Nine Hundred Five (6,629,905) Class A Warrants to purchase up to Six
Million Six Hundred Twenty Nine Thousand Nine Hundred Five (6,629,905) shares of
the Company's common stock (the "Class A Warrants"), up to Thirteen Million
Seven Hundred Seventy Seven Thousand Seven Hundred Seventy Seven (13,777,777)
Class B-1 Warrants to purchase up to Thirteen Million Seven Hundred Seventy
Seven Thousand Seven Hundred Seventy Seven (13,777,777) shares of the Company's
common stock (the "Class B-1 Warrants"), and up to Four Million Seven Hundred
Eleven Thousand One Hundred Ten (4,711,110) Class B-2 Warrants to purchase up to
Four Million Seven Hundred Eleven Thousand One Hundred Ten (4,711,110)
shares of the Company's common stock (the "Class B-2 Warrants", together with
Class A Warrants and Class B-1 Warrants, collectively the "Warrants") by the
holders (the "Shareholders") of such Shares and such Warrants as described in
the Registration Statement.


         In connection with the Registration Statement, we have examined the
following documents:

         A. A draft copy of the Registration Statement, Subject to Completion,
dated August 25, 2004, represented as filed with the Commission on August 27,
2004, excluding Exhibit numbers 9.1, 10.2, 10.21 through 10.27, 23.1 and 23.2;


         B. A copy of the 5th Amendment, Subject to Completion, dated July 6,
2006, as filed with the Commission on or about July 6, 2006;



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Board of Directors
Arcadia Resources, Inc.
July 6, 2006
Page 2



         C. File stamped copies of the Articles of Incorporation of the Company,
dated December 15, 1994, as filed with the Secretary of State of the State of
Nevada (the "Secretary of State") on December 30, 1994, as amended by that
certain Certificate of Amendment, as filed with the Secretary of State on July
12, 2002, as further amended by that certain Certificate of Amendment, as filed
with the Secretary of State on August 19, 2002, as further amended by that
certain Certificate of Amendment, as filed with the Secretary of State on
September 19, 2002, as further amended by that certain Certificate of Amendment,
as filed with the Secretary of State on September 23, 2002, as further amended
by that certain Amended and Restated Articles of Incorporation, dated and filed
with the Secretary of State on May 4, 2004, as further amended by that certain
Amended and Restated Articles, dated and filed with the Secretary of State on
November 10, 2004 (collectively, the "Articles");

         D. File stamped copies of the Articles of Merger, dated and filed with
the Secretary of State on November 10, 2004;

         E. Copies of the Bylaws of the Company, dated December 30, 1994, as
amended by those certain Amended and Restated Bylaws, dated October 31, 2002, as
further amended by that certain Amendment to Bylaws, dated May 4, 2004, as
further amended by that certain Amended and Restated Bylaws, dated November 10,
2004 (collectively, the "Bylaws");

         F. Copies of resolutions of the Company's board of directors and
stockholders, all of varying dates, relating to the issuance and sale of the
Shares and the Warrants; and

         G. Copies of various Company records and other documents, all of
varying dates, relating to the issuance and sale of the Shares and the Warrants.

         The documents listed in items A and G above are referred to in this
letter as the "Transaction Documents."

         In rendering the opinions set forth below, we have made the following
assumptions and qualifications:

         a. We have not prepared any documents or agreements in connection with
the Registration Statement.

         b. In conducting our examination, we have assumed, without
investigation, (i) the genuineness of all signatures, the correctness of all
certificates, the authenticity of all documents and instruments submitted to us
as originals, the conformity to original documents and instruments of all such
documents and instruments submitted to us as certified or photostatic copies and
the


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Board of Directors
Arcadia Resources, Inc.
July 6, 2006
Page 3




authenticity of the originals of such copies and the accuracy and completeness
of all records made available to us by the Company, (ii) the accuracy of the
statements as to factual matters made by the Company and public officials and we
are not aware of any information that leads us to believe that any of these
statements are inaccurate, (iii) each of the parties to the Transaction
Documents, other than the Company, has duly and validly executed and delivered
each instrument, document and agreement to which such party is a signatory, (iv)
each natural person executing any such instrument, document or agreement is
legally competent to do so, (v) all corporate records made available to us by
the Company are accurate and complete, (vi) the issuance of the Shares was in
compliance with Nevada Revised Statutes 78.211, (vii) the Transaction Documents
have not been amended, (viii) the Shares will be sold pursuant to the
Registration Statement, (ix) the purchaser of the Shares will pay and transfer
the consideration required by the selling stockholders as set forth in the
Registration Statement, (x) there are no actions, suits, proceedings or
governmental investigations or inquiries pending or threatened against the
Shareholders that might delay, prevent, hinder or impair in any way the
Shareholders' ability to enter into and fully perform the Shareholders'
commitments and obligations under the Registration Statement, (xi) all Shares
are owned by the Shareholders free and clear of liens and restrictions on the
Shareholders' power or authority to sell and transfer the Shares pursuant to the
Registration Statement and the Shareholders have good and marketable title to
the Shares, and (xii) the Shares are not subject to any restrictions of transfer
except as provided in the Transaction Documents.



         c. The opinions herein are rendered as of the date hereof and we assume
no obligation to supplement or update this letter if, after the date hereof, any
applicable laws change or any matters occur or come to our attention that might
change the opinions expressed herein.




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Board of Directors
Arcadia Resources, Inc.
July 6, 2006
Page 4




         d. Our opinions herein are limited to the effect of the laws of the
State of Nevada and to the applicable provisions of the Nevada Business
Corporation Act. We are admitted to practice law in the State of Nevada. To the
extent that the laws of jurisdictions, other than those set forth herein may
apply to any matters on which we are opining, we have assumed that those laws
are identical to the laws of the State of Nevada. Furthermore, we express no
opinion as to the effect or applicability of securities, antitrust, or taxation
laws on the Transaction Documents or the Registration Statement.

         e. Our opinions herein address only those matters as to which you may
have requested our opinion and we disclaim any obligation to provide an opinion
on any other matter.

         f. To the extent that the opinions herein relate to the binding effect
or enforceability of any agreement or instrument referred to herein (i) the
opinions are subject to the effect of applicable bankruptcy, reorganization,
insolvency, fraudulent conveyance, moratorium and other laws affecting
creditors' rights and remedies generally; and (ii) the enforceability of certain
provisions of any such agreement or instrument may be subject to the application
of principles of equity, whether in a proceeding at law or in equity.


         Subject to the foregoing assumptions and qualifications, we are of the
opinion that the Shares and the Warrants identified in the Registration
Statement are or will be, when sold, validly issued, fully paid and
non-assessable, and that the Warrants are binding obligations of the Company.


         This letter may be relied upon only by you and only in connection with
the Registration Statement. We hereby consent to the reference to our firm under
caption "Legal Matters" in the Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement. Such consent does not
constitute a consent under Section 7 of the Act, since we have not certified any
part of such Registration Statement and do not otherwise come within the
categories of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission promulgated thereunder. Except as
set forth herein, neither this letter nor any opinion expressed herein is to be
filed with any government agency, quoted or referred to in any public or other
document, circulated, delivered or disclosed to, or relied upon or otherwise
used by, any other person or entity, or for any other purpose without our prior
express written consent. Our opinions are limited to the matters expressly set
forth in this letter, and no opinion may be inferred or implied beyond those
matters.



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Board of Directors
Arcadia Resources, Inc.
July 6, 2006
Page 5




         This letter replaces and supercedes those four (4) certain Opinion
Letters, dated August 27, 2004, September 9, 2004, June 10, 2005, and May 4,
2006 by Marquis & Aurbach in favor of the Company.


                                           Sincerely,


                                           /s/ MARQUIS & AURBACH
                                           ---------------------
                                           MARQUIS & AURBACH