THOMAS, RONDEAU
                                Business Lawyers*

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Suite 1525 - 625 Howe Street                          Telephone: (604) 688-6775
Vancouver, British Columbia                           Facsimile: (604) 688-6995
Canada  V6C 2T6                               E-Mail: cthomas@thomasrondeau.com




November 28, 2001                                          Our File No.: 1052-16



Zoom Telephonics Inc.
207 South Street
Boston, Massachusetts
U.S.A.  02111



Dear Sirs:

Re:      Zoom Telephonics, Inc.
         Registration Statement On Form S-4
         ----------------------------------

We acted as Canadian counsel to Zoom Telephonics, Inc., a corporation
incorporated under the CANADA BUSINESS CORPORATIONS ACT (the "Corporation"), in
connection with the continuation of the Corporation to the State of Delaware
(the "Continuation") as described in the Registration Statement on Form S-4 (the
"Registration Statement") the Corporation is filing with the Securities and
Exchange Commission under the SECURITIES ACT of 1933, as amended (the
"Securities Act"). After the Continuation, each outstanding share of common
stock of the Corporation will be converted into a common share of Zoom
Telephonics, Inc., a Delaware corporation formed pursuant to the continuation.
Except as otherwise provided, capitalized terms not defined herein have the
meanings ascribed to them in the Registration Statement and the Proxy
Statement/Prospectus, which is contained in and made part of the Registration
Statement (the "Proxy Statement/Prospectus"), and in the exhibits thereto.

This opinion is being rendered pursuant to the requirements of Item 21(a) of
Form S-4 under the Securities Act. In connection with this opinion, we have
examined, and are familiar with: (i) the Registration Statement and the Proxy
Statement/Prospectus, and (ii) such other presently existing documents, records
and matters of law as we have deemed appropriate in order to enable us to render
this opinion.

In rendering this opinion, we have assumed the following (without any
independent investigation or review thereof):

1.   The legal capacity of all natural persons, the authenticity of original
     documents submitted to us, the conformity to original documents of all
     documents submitted to us as copies and the authenticity of the originals
     of such copies, the genuineness of all signatures and the due execution and
     delivery of all documents;

2.   The truth and accuracy at all relevant times of the representations,
     warranties and statements of fact made or to be made by the Corporation and
     its management, employees, officers directors

                *An Association of Lawyers and Law Corporations

                                      -2-



     and shareholders in connection with the Continuation, including, but not
     limited to, those set forth in the Registration Statement; and

3.   The Continuation will be in accordance with section 188 of the CANADA
     BUSINESS CORPORATIONS ACT, R.S.C. 1985, c.C-44 as amended.

Based upon the assumptions, and subject to the limitations and qualifications
set forth herein, we are of the opinion that the discussion in the Proxy
Statement/Prospectus included as part of the Registration Statement under the
caption "Canadian Income Tax Considerations" (the "Tax Section"), insofar as it
relates to a description of the federal income tax laws of Canada, is a fair and
accurate summary of the matters addressed therein based upon current law and the
facts and assumptions stated or referred to therein. Because this opinion is
being delivered prior to the effective time of the Continuation, it must be
considered prospective and dependent upon future events. There can be no
assurance that changes in the law will not take place which could affect the
Canadian federal income tax consequences of the Continuation or that contrary
positions may not be taken by the Canada Customs and Revenue Agency. No opinion
is expressed as to any Canadian federal income tax consequences other than as
described in the Tax Section. No opinion is expressed as to any tax consequences
under United States law, or any other foreign, federal, state or local tax law.

No opinion is expressed as to any federal income tax consequence of the
Continuation except as specifically set forth herein. This opinion may not be
relied upon except with respect to the consequences specifically discussed
herein. By rendering this opinion, we undertake no responsibility to update this
opinion after the date hereof for any reason, including but not limited to, any
new or changed facts or law which come to our attention after the date hereof.
This opinion is being delivered to you solely in connection with the Proxy
Statement/Prospectus and is intended solely for the benefit of the Corporation.

This opinion may not be relied upon or utilized for any other purpose or by any
other person or entity without our prior written consent.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to reference being made to our firm under the caption
"Canadian Income Tax Considerations" and "Legal Matters" in the Registration
Statement.

Yours truly,

/s/ Thomas Rondeau
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THOMAS, RONDEAU