EXHIBIT 5

[LAW OFFICES OF IWONA J. ALAMI  LETTERHEAD]

Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C. 20549

         Re: Aqua Dyne, Inc.

Ladies and Gentlemen:

         This office represents Aqua Dyne, Inc., a
California corporation (the "Registrant") in connection with the Registrant's
Registration Statement on Form S-8 under the Securities Act of 1933 (the
"Registration Statement"), providing for the registration of an aggregate of
1,000,000 shares of the Company Common Stock, no par value issuable under the
Company's 2002 Stock Option Plan (the "Plan") (the "Shares"). For purposes
hereinafter, the Shares are collectively referred to as the "Registered
Securities." In connection with our representation, we have examined such
documents and undertaken such further inquiry as we consider necessary for
rendering the opinion hereinafter set forth.

         For purposes of this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the applicable
agreements and of such other documents, corporate records, certificates of
public officials and other instruments relating to the adoption and
implementation of the agreements as we deemed necessary or advisable for
purposes of this opinion. In our 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,
photostatic or conformed copies, and the authenticity of originals of all such
latter documents. We have also assumed the due execution and delivery of all
documents where due execution and delivery are prerequisites to the
effectiveness thereof.

         Based on the foregoing examination, we are of the opinion that the
Registered Securities are duly authorized and, when issued as set forth in the
Registration Statement, will be validly issued, fully paid and nonassessable.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references therein to our firm.

         By giving you this opinion and consent, we do not admit that we are
experts with respect to any part of the Registration Statement or Prospectus
within the meaning of the term "expert" as used in Section 11 of the Securities
Act of 1933, as amended, or the rules and regulations promulgated thereunder,
nor do we admit that we are in the category of persons whose consent is required
under Section 7 of said Act.

                                    Law Offices of Iwona J. Alami

                                    /s/ Iwona J. Alami