

                             SHANLEY & FISHER, P.C.
                               131 Madison Avenue
                          Morristown, New Jersey 07962
                                 (973) 285-1000

                                 April 30, 1999

All Communications Corporation
225 Long Avenue
Hillside, New Jersey  07205

Ladies and Gentlemen:

      We have acted as special counsel to All Communications Corporation, a New
Jersey corporation (the "Company"), in connection with the preparation and
filing under the Securities Act of 1933, as amended (the "Act"), of a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the offer and sale of up to 3,086,500 shares of the Company's common stock, no
par value (the "Shares") pursuant to the Company's Stock Option Plan (the
"Plan").

      For purposes of this opinion, we have examined originals or copies,
certified or otherwise, identified to our satisfaction, of the Registration
Statement, together with exhibits filed as a part thereof, and all such other
documents, records, certificates, including certificates of public officials,
and other instruments as we have deemed necessary or appropriate.

      Based upon the foregoing, we are of the opinion that:

      1. The Company has been duly incorporated and is validly existing under
the laws of the State of New Jersey.

      2. The Shares have been duly authorized and, when sold in the manner and
for the consideration contemplated by the Plan and the Registration Statement,
will be validly issued, fully paid and non-assessable.

<PAGE>

All Communications Corporation
April 30, 1999
Page 2

        We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name therein. By giving the
foregoing consent, we do not admit that we are persons whose consent is required
under Section 7 of the Act.

                                                   Very truly yours, 

                                                   SHANLEY & FISHER, P.C.

