EXHIBIT 5.1

                           Warner & Washington L.L.P.

                       A  Limited  Liability  Partnership
                               Attorneys  at  Law
                             4410  Montrose  Blvd.
                             Houston,  Texas  77006
                          Telephone         Facsimile
                       (713) 807-1007     (713) 807-1024


                               August  30,  2000


Comtech  Consolidation  Group,  Inc.
10497  Town  &  Country  Way
Suite  460
Houston,  Texas  77024

Gentlemen:

     We  have  acted  as  counsel  to  Comtech  Consolidation  Group,  Inc. (the
"Company")  in connection with the Company's Registration Statement on Form SB-2
(the "Registration Statement") relating to the registration under the Securities
Act of 1933, as amended, of 23,000,000 shares of the Company's Common Stock, par
value  $.00967  (the  "Common  Stock").

     As  the  basis for the opinion hereinafter expressed, we have examined such
statutes,  regulations,  corporate  records  and  documents,  certificates  of
corporate  and  public  officials,  and  other  instruments  as  we  have deemed
necessary or advisable for the purposes of this opinion.  In such examination we
have  assumed the authenticity of all documents submitted to us as originals and
the  conformity  with the original documents of all documents submitted to us as
copies.

     Based on the foregoing and on such legal considerations as we deem relevant
for  purposes  of  this opinion, we are of the opinion that the Common Stock has
been  duly  and  validly  authorized  by  all  necessary corporate action by the
Company  and,  assuming  the  sale  of  such securities and effectiveness of the
Registration  Statement,  will  be  validly  issued  and  fully  paid  and
non-assessable.

     We  hereby  consent  to  the  use  of  this  opinion  as  an exhibit to the
Registration  Statement  and  reference  to  our  firm  under the caption "Legal
Matters"  therein.

                                   Very  truly  yours,

                                   /s/  T.  Deon  Warner