October 26, 2006


AVP, Inc.
6100 Center Drive, Suite 900
Los Angeles, CA 90045

Ladies and Gentlemen:

                  We  refer  to the  registration  statement  on Form  S-8  (the
"Registration  Statement") under the Securities Act of 1933, being filed by AVP,
Inc., a Delaware Corporation,  (the "Company"), with the Securities and Exchange
Commission, relating to the 30,000,000 shares of the Company's common stock, par
value  $.001 per  share  (the  "Common  Stock"),  that  will be issued  and sold
pursuant to the Company's  2005 Stock  Incentive  Plan (the "2005 Plan" and such
shares to be issued under the 2005 Plan, the "Shares").

                  We are of the opinion  that the  Shares,  when issued and paid
for in  accordance  with the terms and  conditions of the 2005 Plan will be duly
and validly issued, fully paid and non-assessable.

                  We hereby consent to the filing of this opinion as Exhibit 5.1
to  the  Registration  Statement  and  the  reference  to us in  Part  I of  the
Registration Statement under the caption "Legal Matters".

                                                           Very truly yours,

                                                           /s/ Loeb & Loeb LLP

                                                           Loeb & Loeb LLP