EXHIBIT 5.01
                          ___________ ___ , 1995


Roseville ComTech
211 Lincoln Street
Roseville, California

Gentlemen:

          We have acted as your counsel in connection with the
organization of Roseville ComTech, a California corporation
("Holding Company"), and the preparation of a Registration
Statement on Form S-4, Reg. No. 33-______, as amended by
Amendment No. 1 thereto, filed with the Securities and Exchange
Commission on or about March ___, 1995 (the "Registration
Statement"), relating to the registration under the Securities
Act of 1933, as amended, of 14,484,953 shares of the Holding
Company's Common Stock, without par value.

          In so acting, we have participated in the preparation
of the Registration Statement, the Certificate of Incorporation
of Holding Company as filed with the Secretary of State of the
State of California, the Bylaws and the minute book of Holding
Company, the form of stock certificate and originals or copies
(certified or otherwise identified to our satisfaction) of such
records, documents, certificates and other instruments and have
made such other investigations as in our judgment are necessary
or appropriate to enable us to render the opinion hereinafter
expressed.

          Based upon the foregoing it is our opinion that all of
the shares of Holding Company Common Stock, when sold and issued
in accordance with the final prospectus will be legally and
validly issued and outstanding, fully paid and nonassessable.

          We are aware that the Registration Statement indicates
we have passed on legal matters in connection with the merger of
Roseville Telephone Company into a wholly-owned subsidiary of
Holding Company and the issuance of Holding Company's Common
Stock thereunder, and we hereby consent to all references to us
therein.


                         Very truly yours,

                         DRAFT