EX 10.4


     

     

     

     

     

    Richard
      A. Fisher

    Corporate
      Counsel

    


    June
      27,
      2008

    


    [List
      of
      Purchasers]

    


    Ladies
      and Gentlemen:

    


    I
      have
      acted as counsel to Solomon Technologies, Inc., a Delaware corporation (the
      “Company”),
      in
      connection with the execution and delivery by the Company of the Securities
      Purchase Agreements, dated as of June 27, 2008 and June 30, 2008 (the
“Agreement”),
      by
      and among the Company and the purchasers identified on the signature pages
      thereto (the “Purchasers”).
      This
      opinion is given to you pursuant to Section 2.2(a)(ii) of the Agreement.
      (Capitalized terms not otherwise defined herein are defined as set forth in
      the
      Agreement.)

    


    I
      have
      participated in the preparation and negotiation of the Agreement and the
      Exhibits and Schedules thereto, and the other documents referred to therein.
      I
      also have examined such certificates of public officials, corporate documents
      and records and other certificates, opinions, agreements and instruments and
      have made such other investigations as I have deemed necessary in connection
      with the opinions hereinafter set forth.

    


    Based
      on
      the foregoing and upon such investigation as I have deemed necessary, I give
      you
      my opinion as follows:

    


    1.The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of Delaware. The Company has all requisite power and authority,
      and all material governmental licenses, authorizations, consents and approvals,
      that are required to own and operate its properties and assets and to carry
      on
      its business as now conducted and as proposed to be conducted (all as described
      in the Company’s Annual Report on Form 10-KSB for its fiscal year ended December
      31, 2008. The Company is duly qualified to transact business and is in good
      standing in each jurisdiction in which the failure to qualify could have a
      Material Adverse Effect on the Company.

     

     

     

    Solomon
      Technologies, Inc.

    
      14
        Commerce Drive

      Danbury,
        CT 06810

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    June
      27,
      2008

    
      Page
        2

       

    

    2.Each
      of
      the following subsidiaries of the Company (the “Subsidiaries”)
      is a
      corporation, duly organized and in good standing under the laws of its state
      of
      organization, as noted: Technipower LLC and Deltron LLC.

     

    3.The
      Company has all requisite power and authority (i) to execute, deliver and
      perform the Transaction Documents, (ii) to issue, sell and deliver the
Securities
      pursuant
      to the Transaction Documents, and (iii) to carry out and perform its obligations
      under, and to consummate the transactions contemplated by, the Transaction
      Documents. 

     

    4.All
      action on the part of the Company, its directors and its stockholders necessary
      for the authorization, execution and delivery by the Company of the Transaction
      Documents, the authorization, issuance, sale and delivery of the Preferred
      Stock
      pursuant
      to the Agreement, the issuance and delivery of the
      Underlying Shares and
      the
      consummation by the Company of the transactions contemplated by the Transaction
      Documents has been duly taken. The Transaction Documents have been duly and
      validly executed and delivered by the Company and constitute the legal, valid
      and binding obligation of the Company, enforceable against the Company in
      accordance with their terms, except that (a) such enforceability may be limited
      by bankruptcy, insolvency or other similar laws affecting the enforcement of
      creditors’ rights in general and (b) the remedies of specific performance and
      injunctive and other forms of injunctive relief may be subject to equitable
      defenses.

     

    5.After
      giving effect to the transactions contemplated by the Agreement, and immediately
      after the Closing, the authorized capital stock of the Company will consist
      of:
      an aggregate of 500,000,000 shares of Common Stock, of which approximately
      114,614,980 shares will be issued and outstanding and 8,621,292 shares will
      be
      reserved for issuance upon conversion of issued and outstanding options,
      warrants and other derivative securities (including the Prior Debentures),
      2,000,000 shares will be reserved for issuance to employees, officers and
      directors under the Company’s Amended and Restated Stock Incentive Plan, and
      30,000,000 shares will be reserved for issuance upon conversion of the shares
      of
      Preferred Stock owned by the Purchasers. All presently issued and outstanding
      shares of Common Stock have been duly authorized and validly issued and are
      fully paid and nonassessable and free of any preemptive or similar rights,
      and
      have been issued in compliance with applicable securities laws and regulations.
      The Preferred
      Stock
      which is
      being issued on the date hereof pursuant to the Agreement has been duly
      authorized and validly issued and is fully paid and nonassessable and free
      of
      preemptive or similar rights, and has been issued in compliance with applicable
      securities laws, rules and regulations. The Underlying
      Shares have been
      duly
      and validly authorized and reserved for issuance, and when issued upon the
      conversion of the Preferred
      Stock
      in
      accordance with the terms therein, will be validly issued, fully paid and
      nonassessable, and free of any preemptive or similar rights. To my knowledge,
      except for rights described in Schedule 3.1(g) of the Agreement, there are
      no
      other options, warrants, conversion privileges or other rights presently
      outstanding to purchase or otherwise acquire from the Company any capital stock
      or other securities of the Company, or any other agreements to issue any such
      securities or rights. The rights, privileges and preferences of the Common
      Stock
      are as stated in the Company’s Certificate of Incorporation.

     

    6.To
      my
      knowledge, the Company has filed all reports (the “SEC
      Reports”)
      required to be filed by it under Sections 13(a) and 15(d) of the Securities
      Exchange Act of 1934,

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    June
      27,
      2008

    
      
        Page
          3

         

         

      

    

    as
      amended (the “Exchange
      Act”).
      To my
      knowledge, as of their respective filing dates, the SEC Reports complied in
      all
      material respects as to form with the requirements of the Exchange Act and
      the
      rules and regulations of the Commission promulgated thereunder.

     

    7.Based
      in
      part upon the representations of the Purchasers contained in the Agreement,
      the
      Securities may
      be
      issued to the Purchasers without registration under the Securities Act of 1933,
      as amended. 

     

    8.The
      execution, delivery and performance by the Company of, and the compliance by
      the
      Company with the terms of, the Transaction Documents and the issuance, sale
      and
      delivery of the Securities
      pursuant
      to the Agreement do not (a) conflict with or result in a violation of any
      provision of law, rule or regulation applicable to the Company or its
      Subsidiaries or of the certificate of incorporation or by-laws or other similar
      organizational documents of the Company or its Subsidiaries, (b) conflict with,
      result in a breach of or constitute a default (or an event which with notice
      or
      lapse of time or both would become a default) under, or result in or permit
      the
      termination or modification of, any agreement, instrument, order, writ, judgment
      or decree known to me to which the Company of its Subsidiaries is a party or
      is
      subject or (c) result in the creation or imposition of any lien, claim or
      encumbrance on any of the assets or properties of the Company or its
      Subsidiaries. 

     

    9.To
      my
      knowledge, except as set forth in the Disclosure Schedules to the Agreement,
      there is no claim, action, suit, proceeding, arbitration, investigation or
      inquiry, pending or threatened, before any court or governmental or
      administrative body or agency, or any private arbitration tribunal, against
      the
      Company or its Subsidiaries, or any of the officers, directors or employees
      (in
      connection with the discharge of their duties as officers, directors and
      employees) of the Company or its Subsidiaries, or affecting any of its
      properties or assets.

     

    10.In
      connection with the valid execution, delivery and performance by the Company
      of
      the Transaction Documents, or the offer, sale, issuance or delivery of the
      Securities
      or
      the
      consummation of the transactions contemplated thereby, no consent, license,
      permit, waiver, approval or authorization of, or designation, declaration,
      registration or filing with, any court, governmental or regulatory authority,
      or
      self-regulatory organization, is required.

     

    11.The
      Company is not, and after the consummation of the transactions contemplated
      by
      the Transaction Documents will not be, an Investment Company within the meaning
      of the Investment Company Act of 1940, as amended.

     

    Very
      truly yours,

     

    /s/
      Richard A. Fisher