EX-5.1


                    SICHENZIA ROSS FRIEDMAN FERENCE LLP 1065
                        Avenue of the Americas, 21st Flr.
                               New York, NY 10018
                            Telephone: (212) 930-9700
                            Facsimile: (212) 930-9725

                                November 22, 2004

VIA  ELECTRONIC  TRANSMISSION

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

RE:  VALCOM,  INC.
FORM  SB-2  REGISTRATION  STATEMENT  (FILE  NO.  333-____)

Ladies  and  Gentlemen:

We  refer  to  the  above-captioned  registration  statement  on  Form SB-2 (the
"Registration  Statement")  under  the  Securities  Act of 1933, as amended (the
"Act"),  filed by ValCom, Inc., a Delaware corporation (the "Company"), with the
Securities  and  Exchange  Commission.

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 shares
of  common  stock  underlying  the notes and warrants being sold pursuant to the
Registration  Statement  are  duly  authorized  and  will be, when issued in the
manner  described  in  the  Registration  Statement, legally and validly issued,
fully  paid  and  non-assessable.  In  addition,  we are of the opinion that the
shares  of  common  stock  not  underlying  any  securities sold pursuant to the
Registration Statement are duly authorized and legally and validly issued, 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.



                                   /s/  Sichenzia Ross Friedman Ference LLP