June 22, 2006


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 15,480,357  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 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