Exhibit 5

                     [LETTERHEAD OF SHUSTAK JALIL & HELLER]


                                February __, 2001


Board  of  Directors
Victor  Ebner  Enterprises  Inc.
545  Madison  Avenue
New  York,  New  York  10022

Ladies  and  Gentlemen:

     This letter is in reference to the Registration Statement on Form S-4 dated
February  __,  2001, filed by Victor Ebner Enterprises Inc. (the "Company") with
the  Securities  and Exchange Commission pursuant to the Securities Act of 1933,
as  amended  (the "Registration Statement").  The Registration Statement relates
to  50,000  shares  of  Common  Stock, $.001 par value per share (the "Shares"),
which  Shares  are proposed to be offered to the shareholders of In Full Affect,
Inc.,  a  Nevada  corporation, pursuant to a Plan of Merger, dated as of January
24,  2001,  by  and  between  In  Full  Affect,  Inc.  and  Victor  Ebner.

     We  have  examined  such corporate proceedings, records and documents as we
considered  necessary  for  the  purposes  of this opinion.  We have relied upon
certificates  of  officers  of Victor Ebner where we have deemed it necessary in
connection  with  our  opinion.

     Based  upon  such  examination,  it  is our opinion that the aforementioned
Shares,  when  issued will be validly issued, fully paid and nonassessable under
the  laws  of  the  State  of  New  York.

     We  hereby  consent  to  the  filing  of  this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Opinion"  in  the  Proxy Statement forming a part of the Registration Statement.

                              Very  truly  yours,

                              Shustak  Jalil  &  Heller