Exhibit 5

                     [Troutman Sanders Mays & Valentine LLP]




                                  June 20, 2001




Board of Directors
Victor Ebner Enterprises, Inc.
c/o 1660 International Drive, Suite 600
McLean, Virginia 22192

                         Victor Ebner Enterprises, Inc.
                         ------------------------------

Ladies and Gentlemen:

         This letter is delivered to you in  connection  with the actions  taken
and  proposed  to  be  taken  by  Victor  Ebner  Enterprises,  Inc.,  a  Florida
corporation,  with respect to the Victor Ebner  Enterprises,  Inc.'s  Consulting
Agreement (the "Agreement").  As counsel to Victor Ebner  Enterprises,  Inc., we
have  reviewed  the  registration  statement  on  Form  S-8  (the  "Registration
Statement") to be filed by Victor Ebner  Enterprises,  Inc. on or about June 20,
2001, with the Securities and Exchange  Commission to effect the registration of
200,000  shares of common  stock of Victor  Ebner  Enterprises,  Inc.  under the
Securities Act of 1933 (the "Act") for issuance under the Agreement.

         In this regard,  we have  examined the  Articles of  Incorporation  and
Bylaws of Victor Ebner Enterprises, Inc., records of proceedings of the Board of
Directors  of Victor  Ebner  Enterprises,  Inc.,  the  Agreement  and such other
records and  documents as we have deemed  necessary  or advisable in  connection
with the opinions set forth  herein.  In addition,  we have relied as to certain
matters on information obtained from public officials,  officers of Victor Ebner
Enterprises, Inc. and other sources believed by us to be reliable.

         Based upon our  examination  and inquiries,  we are of the opinion that
the shares which  constitute  original  issuance  securities  will,  when issued
pursuant to the terms and conditions of the Agreement,  be validly issued, fully
paid and  nonassessable.  The  foregoing  opinion  is limited to the laws of the
Commonwealth  of Virginia and we express no opinion as to the effect of the laws
of any other jurisdiction.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement.

                                    Very truly yours,


                                     /s/ Troutman Sanders Mays & Valentine LLP
                                    --------------------------------------------
                                    Troutman Sanders Mays & Valentine LLP