Exhibit
5
Baker
Hostetler
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Baker&Hostetler
LLP
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Washington
Square, Suite 1100
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1050
Connecticut Avenue, N.W.
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Washington,
DC
20036-5304
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T
202.861.1500
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F
202.861.1783
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www.bakerlaw.com
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May
15,
2007
Telkonet,
Inc.
20374
Seneca Meadows Parkway Germantown, Maryland 20876
Ladies
and Gentlemen:
We
have
acted as counsel to Telkonet, Inc., a Utah corporation (the "Company"), in
connection
with the
Company's Registration Statement on Form S-3 (the "Registration Statement")
filed under the Securities Act of 1933, as amended (the "Act"), relating to
the
registration of 2,304,012 shares of the common stock, par value $0.001 per
share
(the "Common Shares"), of the Company, which have been included in the
Registration Statement for the account of the persons identified in the
Registration Statement as the selling stockholders.
In
connection with the foregoing, we have examined: (a) the Articles of
Incorporation of the Company,
as amended, (b) the Bylaws of the Company, as amended, and (c) such records
of
the
corporate proceedings of the Company and such other documents as we deemed
necessary to render this opinion.
Based
on
such examination, we are of the opinion that the issued and outstanding Common
Shares are legally issued, fully paid and nonassessable and the Common Shares
subject to acquisition upon the exercise of the stock purchase warrants held
by
certain of the selling stockholders
(the "Warrants"), when paid for and issued in accordance with the Warrants,
will
be
legally
issued, fully paid and nonassessable.
We
hereby
consent to the use of this Opinion as Exhibit 5 to the Registration Statement
and the
reference to our firm under the heading "Legal Matters" in the Registration
Statement.
Very
truly yours,
/s/
Baker
& Hostetler LLP
Cincinnati
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