**Exhibit
      5.2**





Law
      Offices Of S. A ***.*** Wajid





S.
                A ***Wajid**** B.Sc., LLB., L.L.M.
                (USA)
            TF•5,
                CITY POINT13
                INFANTRY ROAD,ADVOCATES
                and SOLICITORS
            BANGALORE,
                560 001CONSULTANTS
            TELEPHONE:
                28600583INTERNATIONAL
                BUSINESS LAW
            2865556TRANSNATIONAL
                LITIGATION
            TELE
                FAX: 91-80-2860168LAW
                RELATING TO FOREIGNERS & NIRIS
            e-mail:
                sawajid@blr.vsnI.net.in





Pacific
      CMA Inc.  August
      11,2006


153-04 **** Rockaway
      Blvd.


Jamaica,
      NY 11434





Sir,


Re:
      Legal
      Opinion ****


Quarterly
      Report on Form 10-Q


(for
      the
      quarter ended June 30, 2006)


with
      the United States Securities and Exchange Commission





In
      the
      professional capacity of your Indian Counsel, we are pleased to forward the
      enclosed Legal Opinion in connection with your quarterly report on Form 10-Q
      for
      your fiscal quarter ended June 30, 2006 (“Form 10-Q”).





In
      that
      context, we have discussed the Legal implications on matters relating to
      acquisition of HTL The Legal Opinion is limited to Indian Law as currently
      applied by the Court in India in Corporate Matters including Securities Exchange
      Board of India (SEBI) **** Regulations.





This ****** opinion
      is limited to Indian law **** as
      currently applied by **** the
      courts in India, and is given on the basis that it will be governed and
      construed in accordance with Indian law. ****** Capitalized
      terms used in this opinion unless **** specifically
      defined herein, shall bear the same meaning as ** defined
      in the Form 10-Q.





As
      your
      legal counsel, we have examined the following, strictly under Indian law, and
      no **** other
      law.





The
      information set forth in **** the
      portions of **** the
      Form
      10-Q under the heading “Item 1.A. Risk Factors.” in regard to the **** acquisition
      of HTL, to the extent that they discuss Indian Law, has been read and analyzed
      by us **** and
      accurately and adequately describes in all material respects the matters set
      forth therein and do not fail to state **** a
      material fact necessary to make the statements therein not misleading.





We
      consent to **** the
      use
      of this opinion as an exhibit to the Form 10-Q and further consent to the use
      of **** our
      name
      wherever appearing in the Form 10-Q and incorporated by reference to a
      Registration Statement (the “RS”) filed by you under SEC File No. 833-134620,
      including any Prospectus constituting a part thereof and any amendments
      thereto.





This **** opinion
      is rendered **** by
      us to
      Pacific CMA, Inc. in **** relation
      to matters governed by Indian law ****** and
      rendered solely in connection with the Form 10-Q and RS **.** This **** opinion
      is for ****** the
      exclusive use of Pacific CMA, Inc. and shall only be disclosed to or relied
      upon
      by any third party without our prior written consent.




Sincerely
      yours,




*/s/
      S.A. Wajid, B.Sc., L.L.B., LLM. (U.S.A.)*


*Attorney-at-law
      & Legal Consultant*





*
      American Bar Association, Chicago, U.S.A.    Member:
      International
      Bar Association, London, England