[LETTERHEAD SINGER ZAMANSKY LLP]
March 25, 1997
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Re: All Communications Corporation
File No. 333-21069
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Gentlemen:
We refer to the above-captioned registration statement on Form SB-2
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), filed by All Communications Corporation, a New Jersey corporation (the
"Company"), with the Securities and Exchange Commission.
We have examined the originals, photocopies, certified copies or other
evidence of such records of the Company, certificates of officers of the Company
and public officials, and other documents as we have deemed relevant and
necessary as a basis for the opinion hereinafter expressed. In such examination,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as certified copes or photocopies and the authenticity
of the originals of such latter documents.
Based on our examination mentioned above, we are of the opinion that
the securities being registered to be sold pursuant to the Registration
Statement are duly authorized and will be, when sold in the manner described in
the Registration Statement, legally and validly issued, and, in the case of the
Common Stock, fully paid and nonassessable.
SINGER ZAMANSKY LLP
Securities and Exchange Commission
March 25, 1997
Page -2-
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm under "Legal Matters" in
the related Prospectus. In giving the foregoing consent, we do not hereby admit
that we are in the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Securities and Exchange
Commission.
Very truly yours,
SINGER ZAMANSKY LLP
SINGER ZAMANSKY LLP
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