EXHIBIT 5.1

                       SICHENZIA ROSS FRIEDMAN FERENCE LLP
                                Attorneys At Law
                           1065 Avenue of the Americas
                            New York, New York 10018
              Telephone: (212) 930-9700 Facsimile: (212) 930-9725

                                                             June 17, 2003

VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

                     Re: Autocarbon, Inc.
                         Form S-8 Registration Statement

Ladies and Gentlemen:

We refer to the above-captioned registration statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), filed by Autocarbon, Inc., a Delaware corporation (the "Company"), with
the Securities and Exchange.

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 copies 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 fully paid and
non-assessable.

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,





/s/ Sichenzia Ross Friedman Ference LLP
    Sichenzia Ross Friedman Ference LLP