Exhibit 5.2

MERITZ & MUENZ LLP

COUNSELORS AT LAW

2021 O Street, NW

Washington, DC 20036

________

Telephone: (202) 787-1964

Facsimile: (202) 787-3909

E-mail: Lmuenz@comcast.net

May 8, 2006

Trey Resources, Inc.

5 Regents Street

Suite 520

Livingston, New Jersey 07039

Re:Registration Statement on Form SB-2

Ladies and Gentlemen:

We have acted as counsel to Trey Resources, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of a Registration Statement on Form SB-2 (the “Registration Statement”) with respect to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 1,478,404,375 shares of Class A common stock, $0.00001 par value per share, of the Company (the “Class A Common Stock”), which includes (i) 4 million shares of Class A Common Stock (the “Warrant Shares”) issuable upon the exercise of Warrant dated August 31, 2005 (the “Warrant”), and (ii) 1,474,404,375 shares of Class A Common Stock (the “Debenture Shares”) issuable upon conversion of the Secured Convertible Debentures dated as of December 30, 2005, between the Company and Cornell Capital Partners, L.P. (the “Secured Convertible Debentures”).

We have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents and corporate and public records as we deem necessary as a basis for the opinion hereafter expressed. With respect to such examination, we have assumed the genuineness of all signatures appearing on all documents presented to us as originals, and the conformity of the originals of all documents presented to us as conformed or reproduced copies. Where factual matters relevant to such opinion were not independently established, we have relied upon certificates of appropriate state and local officials, and upon certificates of executive officers and responsible employees and agents of the Company.

Based upon and subject to the foregoing, we are of the opinion that:

1.   the Warrant Shares when issued in accordance with the terms and conditions of the Warrant and the terms and conditions of the Certificate of Incorporation of the Company filed with the Secretary of the State of Delaware, will be legally issued, fully paid and non-assessable;

2.   the Secured Convertible Debenture Shares, when issued and paid for in accordance with the terms and conditions of the Secured Convertible Debentures

Trey Resources, Inc.

May 8, 2006

Page 2

and the terms and conditions of the Certificate of Incorporation of the Company filed with the Secretary of the State of Delaware will be legally issued, fully paid and non-assessable.

We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.

Very truly yours,

/s/ Meritz & Muenz LLP

Meritz & Muenz LLP