Exhibit 5.1

                              The Baum Law Firm PC
                                  Mark L. Baum
                                 Attorney at Law
                           City National Bank Building
                              4275 Executive Square
                             Second Floor, Suite 210
                           La Jolla, California 92037
                  Office: (858) 731-0044  Fax: (858) 731-00145



August 1, 2002

Victor Industries, Inc.

Re:     Opinion of Counsel - Registration Statement on Form S-8

Gentleman:

     I have acted as counsel for Victor Industries (the "Company"), in
connection with the preparation and filing of the Company's Registration
statement on Form S-8 under the Securities Act of 1933, as amended, (the
"Registration Statement"), relating to 9,750,000 shares of the Company's common
stock, $.05 par value, (the "common stock"), issuable pursuant to the Company's
Advisory and Consultants Agreements, (the "Plan").

     I have examined the Certificate of Incorporation, as amended, and the
By-Laws of the company and all amendments thereto, the Registration Statement
and originals, or copies certified to my satisfaction, of such records and
meetings, written actions in lieu of meetings, or resolutions adopted at
meetings, of the directors of the Company, and such other documents and
instruments as in my judgement are necessary or appropriate to enable me to
render the opinions expressed below.

     Based on the foregoing examination, I am of the opinion that the shares of
Common Stock issuable with the Plan are duly authorized and, when issued in
accordance with the Plan, will be validly issued, fully paid and nonassessable.

     Further, I consent to the filing of this opinion as an exhibit to the
Registration Statement.


Very truly yours,


/s/ Mark L. Baum
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Mark L. Baum, Esq.