The Baum Law Firm PC
                                  Mark L. Baum
                                 Attorney at Law
                           City National Bank Building
                              4275 Executive Square
                             Second Floor, Suite 210
                           La Jolla, California 92037
                   Office: (858) 638-7878  Fax: (858) 638-7888



April  2,  2002

Victor  Industries,  Inc.

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

Gentleman:

     I  have  acted  as  counsel  for  Victor  Industries  (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 5,700,000 shares of the Company's common
stock,  $.05 par value, (the "common stock"), issuable pursuant to the Company's
Advisory  and  Consultants  Agreements,  (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  judgement  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 nonassessable.

     Further,  I  consent  to  the  filing  of this opinion as an exhibit to the
Registration  Statement.


Very  truly  yours,


/s/  Mark  L.  Baum
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Mark  L.  Baum,  Esq.