EXHIBIT NO. 5 & 23
                          TAYLOR AND ASSOCIATES, INC.
                        2681 East Parleys Way, Suite 203
                          Salt Lake City, UT  84109


                                     December 10, 2001

Board of Directors
Encore Wireless, Inc.
2900 Townsgate Road, Suite 200
Westlake Village, CA   91361

Re: Encore Wireless, Inc.
    Registration Statement on Form S-8

Ladies and Gentlemen:

We have been retained by Encore Wireless, Inc. (the "Company") in connection
with the registration statement (the "Registration Statement") on Form S-8 to
be filed by the Company with the Securities and Exchange Commission relating
to the securities of the Company. You have requested that we render our
opinion as to whether or not the Company's securities proposed to be issued on
the terms set forth in the Registration Statement will be validly issued,
fully paid, and nonassessable.

In connection with the Company's request, we have examined the following:

  1.  The Company's Articles of Incorporation and amendments thereto;
  2.  The Company's Bylaws;
  3.  Resolutions of the Company's board of directors;
  4.  The Registration Statement; and
  5.  The Company's 2001 Non-Qualified Stock Option Plan.

We have examined such other corporate records and documents and have made such
other examinations as we have deemed relevant.

Based on the above examination, we are of the opinion that the securities of
the Company to be issued pursuant to the Registration Statement are validly
authorized and, when issued in accordance with the terms set forth in the
Registration Statement, will be validly issued, fully paid, and nonassessable
under corporate laws of the state of Nevada.

This opinion is limited in scope to the shares to be issued pursuant to the
Registration Statement and does not cover subsequent issuance of shares to be
made in the future.  Such transactions are required to be included in either a
new registration statement or a post-effective amendment to the Registration
Statement, including updated opinions concerning the validity of issuance of
such shares.

Further, we consent to our name, Taylor and Associates, Inc. being included in
the Registration Statement as having rendered the foregoing opinion and as
having represented the Company in connection with the Registration Statement.

Sincerely,
/S/ TAYLOR AND ASSOCIATES, INC.