September 26, 2005



AVP, Inc.
6100 Center Drive, Suite 900
Los Angeles, CA 90045

Ladies and Gentlemen:

            We refer to the registration statement on Form SB-2 (the
"Registration Statement") under the Securities Act of 1933, being filed by AVP,
Inc., a Delaware Corporation, (the "Company"), with the Securities and Exchange
Commission, relating to the public offering of up to 11,425,996 shares of the
Company's Common Stock, par value $.001 per share (the "Common Stock"), to be
offered by the holders thereof (the "Selling Stockholders").

            We have examined originals or photocopies or certified copies of
such records of the Company and of public officials, and such 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 originals, the
conformity to originals 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, and relying upon
statements of fact contained in the documents that we have examined, we are of
the opinion that the Common Stock, when sold, will be legally issued, fully paid
and nonassessable.

            We hereby consent to the filing of this opinion as Exhibit 5.1 to
the Registration Statement and the reference to us in Part I of the Registration
Statement under the caption "Legal Matters".



                                                             Very truly yours,

                                                             /s/ Loeb & Loeb LLP

                                                             Loeb & Loeb LLP