EXHIBIT 5.1
BLANK ROME COMISKY & MCCAULEY LLP
250 W. PRATT STREET
SUITE 1100
BALTIMORE, MD 21201
October 11, 2000
Telkonet, Inc.
670 Ritchie Highway, 2nd Floor
Severna Park, Maryland 21146
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-8
(the "Registration Statement") filed under the Securities Act of 1933 (the
"Act") relating to the registration of 3,000,000 shares of Common Stock, par
value $0.001 per share (the "Common Shares"), of the Company for issuance under
the Telkonet, Inc. Stock Incentive Plan (the "Plan").
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, (c) the Plan, and (d) such records of the corporate proceedings of the
Company and such other documents as we deemed necessary to render this opinion.
We have assumed that all signatures on all documents presented to us
are genuine, that all documents submitted to us as originals are accurate and
complete, and that all documents submitted to us as copies are true and correct
copies of the originals thereof. We have also relied upon such certificates of
public officials, corporate agents and officers of the Company and such other
certifications with respect to the accuracy of material factual matters
contained therein as we have deemed necessary or advisable for the purposes of
this opinion.
Based on such examination, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the State of Utah; and
2. The Common Shares available for issuance under the Plan, when issued
in accordance with the Plan, will be legally issued, fully paid and
nonassessable, assuming the Company maintains an adequate number of authorized
but unissued shares of Common Stock available for such issuance, that the
consideration actually received by the Company for the Shares exceeds the par
value thereof and that those persons to whom the Shares are to be issued qualify
for participation in an offering of securities which are registered pursuant to
Form S-8.
We hereby consent to the use of this Opinion as Exhibit 5 to the
Registration Statement and the reference to our firm in Item 5 of Part II of the
Registration Statement.
Very truly yours,
/S/ Blank Rome Comisky & McCauley LLP
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