EXHIBIT 5.1
Jonathan D. Leinwand, P.A. 12955 Biscayne Blvd
Suite 328
North Miami, FL 33181
(305) 981-4524 (954)
252-4265 Fax
September 11, 2003
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Victor Industries Inc.
Registration Statement on Form S-8
Gentlemen:
I have been requested by Victor Industries Inc. (the "Registrant") to
furnish an opinion as to matters hereinafter set forth in connection with the
Registration Statement on Form S-8,covering a total of 15,500,000 shares of
common stock, which shares are being issued for services by the named
consultants to the Registrant.
In connection with this opinion, I have reviewed the filings of the
Registrant incorporated by reference in the registration statement, and have
determined that the Registrant is current in its reporting requirements under
the Securities Exchange Act of 1934. I have further determined that the shares
when issued, will be fully paid and non-assessable shares of the Registrant.
Further, the Registrant has duly authorized the issuance of the shares and the
filing of this Registration Statement on Form S-8.
We hereby consent to the filing of this opinion as an exhibit to the
registration statement relating to the Securities and to the reference to us
under the heading "Validity of Common Stock" in the Prospectus. In giving such
consent, we do not thereby admit that we are in the category of persons
whoseconsent is required under Section 7 of the Act.
Very truly yours,
JONATHAN D. LEINWAND, P.A.
/s/ Jonathan D. Leinwand
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Jonathan D. Leinwand, Esq.