Exhibit 5
Snow, Christensen & Martineau P.C.
Salt Lake City Ÿ St. George
Allan L. Larson David L. Pinkston John S. Treu Of Counsel Joseph Novak | July 19, 2011 TELKONET, INC. 10200 Innovation Drive., Suite 300 Milwaukee, WI 53226 Re: Telkonet, Inc. – Form S-8 Registration Statement for Offering of an Aggregate of 10,000,000 Shares of Common Stock under the Telkonet, Inc. 2010 Stock Option and Incentive Plan Ladies and Gentlemen: We have acted as special Utah legal counsel to Telkonet, Inc., a Utah corporation, (the “Company”), in connection with aspects of the registration of Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended, of 10,000,000 shares of the Company’s common stock authorized for issuance under the Company’s 2010 Stock Option and Incentive Plan (the "Plan"). The above referenced shares of Common Stock are hereinafter referred to as the “Plan Shares.” In connection with this Opinion Letter, we have examined the documents listed on Schedule A attached hereto (collectively, the "Documents"). We have not made any review or investigation of orders, judgments, rules or other regulations or decrees by which the Company or any of its property may be bound, nor have we made any investigation as to the existence of actions, suits, investigations or proceedings, if any, pending or threatened against the Company. This firm, in rendering legal opinions, customarily makes certain assumptions which are described in Schedule B hereto. In the course of our representation of the Company in connection with the Registration Statement, nothing has come to our attention which causes us to believe reliance upon any of those assumptions is inappropriate, and the opinion hereafter expressed is based upon those assumptions. For purposes of those assumptions, the Enumerated Party referred to in Schedule B is the Company. Our opinion hereafter expressed is limited to the laws of the State of Utah. We express no legal opinion upon any matter other than as explicitly addressed below, and our express opinion shall not be interpreted to be implied opinions upon any other matter. |
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10 Exchange Place, 11th Floor, P.O. Box 45000, Salt Lake City, Utah 84145-5000 | (801) 521-9000 | scmlaw.com | 125 Years of Service |
TELKONET, INC.
July 19, 2011
Page 2
Based upon and subject to the foregoing, we are of the following opinion:
The Plan Shares have been duly authorized and, upon exercise or vesting of options duly
granted or restricted stock or incentive stock duly awarded under and in accordance with the terms of
the Plan, and upon payment of the consideration therefore required by the terms of the Plan, the Plan
Shares which are issued after the filing of the Registration Statement, will be validly issued, fully
paid, and non-assessable.
We consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement.
This opinion letter is rendered as of the date first written above and we disclaim any
obligation to advise you of facts, circumstances, events or developments which hereafter may be
brought to our attention and which may alter, affect or modify the opinion expressed herein. Our
opinion is expressly limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company.
Very truly yours,
/s/ Snow, Christensen & Martineau, P.C.
SNOW, CHRISTENSEN & MARTINEAU, P.C.
SCHEDULE A
LIST OF DOCUMENTS
In connection with the Opinion Letter to which this Schedule A is attached, we have
reviewed the following Documents. However, except as otherwise expressly indicated, we have
not reviewed any documents, instruments or agreements referred to in or listed upon any of the
following documents:
(i)
the Amended and Restated Articles of Organization of the Company, as amended;
(ii)
Bylaws of the Company in effect on September 1, 2010 through the date of the
foregoing opinion as certified by Jason Tienor, Chief Executive Officer of the Company;
(iii)
the corporate minutes, written consents, or other records of the Company
pertaining to resolutions of the directors and the stockholders of the Company as to the Plan and
a certificate of the officers of the Company as to certain resolutions of the directors of the
Company;
(iv)
certificate dated as of a recent date of the Secretary of State of Utah as to the good
standing of the Company; and
(v)
the Plan.
(vi)
opinion of Godfrey & Kahn dated June 29, 2011, that the Plan is not subject to
ERISA
SCHEDULE B
SNOW, CHRISTENSEN & MARTINEAU
STANDARD ASSUMPTIONS
In rendering legal opinions in third party transactions, Snow, Christensen & Martineau
makes certain customary assumptions described below:
1.
Each natural person executing any of the documents has sufficient legal capacity
to enter into such Documents.
2.
Each person other than the Enumerated Party has all requisite power and authority and
has taken all necessary corporate or other action to enter into the Documents to which it is a
part or by which it is bound, to the extent necessary to make the documents enforceable against
it.
3.
Each person other than the Enumerated Party has complied with all legal
requirements pertaining to its status as such status relates to its rights to enforce the Documents
against the Enumerated Party.
4.
Each Document is accurate, complete and authentic, each original is authentic,
each copy conforms to an authentic original and all signatures are genuine.
5.
All official public records are accurate, complete and properly indexed and filed.