EXHIBIT 5.02
                          ____________ ___, 1995


Roseville Telephone Company
211 Lincoln Street
Roseville, California

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"), the exchange of each share of Roseville
Telephone Company ("Roseville") Common Stock for a share of
Holding Company Common Stock pursuant to a merger of Roseville
into a wholly-owned subsidiary of Holding Company (the "Merger"),
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 Holding Company common stock without par value.

          We have reviewed such data, questions of law and fact,
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 we hereby confirm our
opinion expressed under the caption "Income Tax Consequences" in
the Prospectus constituting a part of the Registration Statement
that:

          1.   No gain or loss will be recognized by Holding
     Company, Roseville or Roseville's shareholders whose
     Roseville common stock will be converted into Holding
     Company Common Stock by reason of the Merger;

          2.   The tax basis of Holding Company Common Stock
     received by Roseville's shareholders in the transaction will
     be the same as the tax basis of the Roseville Common Stock
     converted into such Holding Company Common Stock; and

          3.   Shareholders who hold their Roseville Common Stock
     as a capital asset will include in their holding period for
     the Holding Company Common Stock which they receive in the
     transaction their holding period for the Roseville Common
     Stock converted into such Holding Company Common Stock.


                         Very truly yours,

                         DRAFT