Tel Instrument Electronics Corp – ‘S-8’ on 8/18/05 – EX-5

On:  Thursday, 8/18/05, at 4:45pm ET   ·   Effective:  8/18/05   ·   Accession #:  891092-5-1623   ·   File #s:  33-18978, 333-127670

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            7     34K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5        Registration Statement                                 1      8K 
 3: EX-23.2     Consent                                                1      5K 

EX-5   —   Registration Statement

                                                                       Exhibit 5

July 26, 2005                                                                   

Tel-Instrument Electronics Corp                                                 
728 Garden Street                                                               
Carlstadt, NJ 07072                                                             

Re: Registration Statement on Form S-8                              

Gentlemen:                                                                      

You have requested our opinion with respect to certain matters in   
connection with the filing by Tel-Instrument Electronics Corp. (the "Company")  
of a Registration Statement on Form S-8 (the "Registration Statement") with the 
Securities and Exchange Commission covering the offering of up to 398,400 shares
of the Company's Common Stock, $.10 par value per share ("Common Stock"),       
pursuant to the Company's 1998 and 2003 Employee Stock Option Plans (the        
"Shares").                                                                      

In connection with this opinion, we have examined the Registration  
Statement and related Prospectus, the Company's Restated Certificate of         
Incorporation and Bylaws as currently in effect, the Company's 1998 and 2003    
Employee Stock Option Plans (the "Option Plans"), and such other documents,     
records, certificates, memoranda and other instruments as we deemed necessary as
a basis for this opinion. We have assumed the genuineness and authenticity of   
all documents submitted to us as originals, the conformity to originals of all  
documents where execution and delivery are a prerequisite to the effectiveness  
thereof.                                                                        

 On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the shares, when sold and issued in accordance with the Option     
Plans, and the Registration Statement and related prospectus, will be validly   
issued, fully paid and nonassessable.                                           

We consent to the filing of this opinio00n as an exhibit to the     
Registration Statement.                                                         

                                             Very truly yours,

                                                Sokolow Carreras LLP

                                                     By: /s/ Donald Stuart Bab
                                                         ---------------------
                                                             Donald Stuart Bab

8 

Dates Referenced Herein

This ‘S-8’ Filing		Date		Other Filings
Filed on / Effective on:		8/18/05		None on these Dates
		7/26/05
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