EXHIBIT 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

                                  June 1, 2005

VIA ELECTRONIC TRANSMISSION

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

RE:      American Ammunition, Inc.
         Form SB-2 Registration Statement
         (File No. 333-122056)

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 American  Ammunition,  Inc.,  a  California  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
securities  being sold pursuant to the Registration  Statement,  including up to
91,054,772  shares of common stock underlying  convertible  debentures and up to
2,663,650 shares of common stock underlying common stock purchase warrants,  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.

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