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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March 13,
2008
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 Amendment No. 2 to 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 4,213,103 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