EXHIBIT 5(a)

                                 TROY & GOULD
                            Professional Corporation
                       1801 Century Park East, 16th Floor
                       Los Angeles, California 90067-2367



                                  May 31, 1996



                                                                          AST5-1

ChatCom, Inc.
9600 Topanga Canyon Boulevard
Chatsworth, California 91311

    Re:  Registration Statement on Form S-3
         ----------------------------------

Ladies and Gentlemen:

    At your request, we have examined the Registration Statement on Form S-3
(Registration No. 333-3792), as amended by Amendment No. 1 (the "Registration
Statement"), of ChatCom, Inc. (the "Company"), exhibits filed in connection
therewith, and the form of prospectus related thereto, which you have filed with
the Securities and Exchange Commission (the "SEC") in connection with the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of up to 4,000,000 shares (the "Shares") of the Company's common stock
(the "Common Stock") that are issuable upon conversion or redemption of 75
shares of outstanding 6% Series B Convertible Preferred Stock, $20,000 stated
value per share, and 75 shares of outstanding 6% Series C Convertible Preferred
Stock, $20,000 stated value per share (collectively, the "Preferred Stock"),
together with accrued and unpaid dividends on the Preferred Stock that the
Company may pay in Shares in lieu of cash upon conversion or redemption of the
Preferred Stock.
 
    For purposes of this opinion, we have examined such matters of law and
originals, or copies certified or otherwise identified to our satisfaction, of
such documents, corporate records and other instruments as we have deemed
necessary.  In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as certified,
photostatic or conformed copies, and the authenticity of originals of all such
latter documents.  We have also assumed the due execution and delivery of all
documents where due execution and delivery are prerequisites to the
effectiveness thereof.  We have relied upon certificates of public officials and
certificates of officers of the Company

 
ChatCom, Inc.
May 31, 1996
Page 2

for the accuracy of material factual matters contained therein which were not
independently established.

    Based on the foregoing, it is our opinion that, subject to effectiveness
with the SEC of the Registration Statement as finally declared effective (with
the form of prospectus related thereto filed pursuant to Rule 424(b) under the
Securities Act being hereinafter referred to as the "Prospectus") and to
registration or qualification of the offering of the Shares under the securities
laws of the states in which such Shares may be sold, the Shares have been duly
and validly authorized and, upon the issuance thereof upon conversion or
redemption in accordance with the terms of the Preferred Stock, will constitute
legally issued, fully paid and non-assessable shares of the Common Stock of the
Company.

    We consent to the use of our name under the caption "Legal Matters" in the
Prospectus and the Registration Statement, and to the filing of this opinion as
an exhibit to the Registration Statement.  By giving you this opinion and
consent, we do not admit that we are experts with respect to any part of the
Registration Statement or Prospectus within the meaning of the term "expert" as
used in Section 11 of the Securities Act of 1933, as amended, or the rules and
regulations promulgated thereunder, nor do we admit that we are in the category
of persons whose consent is required under Section 7 of said act.

                                  Very truly yours,

                                  /s/ Troy & Gould

                                  TROY & GOULD
                                  Professional Corporation