August
      30, 2007

    


    


    To
      the
      Purchasers identified on the

    signature
      pages to the Securities Purchase Agreement 

    dated
      as
      of August 30, 2007

    


    Ladies
      and Gentlemen:

    


    This
      opinion is being delivered to you pursuant to Section 2.2(a)(ii) of the
      Securities Purchase Agreement dated as of August 30, 2007 (the “Purchase
      Agreement”), by and among Solomon Technologies, Inc., a Delaware corporation
      (the “Company”) and the purchasers identified on the signature pages thereto
      (the “Purchasers”) pursuant to which the Company has agreed to issue and sell to
      the Purchasers up to $1,000,000 worth of Variable
      Rate Self-Liquidating Senior Secured Convertible Debentures (the “Debentures”)
and
      Warrants (the “Warrants”) to purchase up to 1,000,000 shares of common stock of
      the Company.
      This
      opinion is being given with respect to the Initial Closing, at which $500,000
      of
      Debentures are being sold to three Purchasers. Capitalized terms used herein
      that are not defined herein shall have the respective meanings set forth in
      the
      Purchase Agreement. The Schedules referred to herein refer to the Disclosure
      Schedules to the Purchase Agreement, which have been delivered by the Company
      to
      the Purchasers as of the date of the Initial Closing. 

    


    We
      have
      acted as counsel to the Company in connection with the Transaction Documents
      (defined below) and the transactions contemplated thereby. We have examined
      originals or copies, certified or otherwise identified to our satisfaction,
      of
      the Transaction Documents. In addition, subject to the specific limitations
      and
      qualifications set forth below, we have examined originals or copies, certified
      or otherwise identified to our satisfaction, of such records, agreements,
      instruments and other documents, and have made such other investigations, as
      we
      have deemed relevant and necessary as a basis for the opinions hereinafter
      set
      forth.

    


    For
      the
      purposes hereof, we have assumed, with your permission and without independent
      verification of any kind: (a) that the signatures of persons signing all
      documents in connection with which this opinion is rendered are genuine and
      authorized; (b) the legal capacity of all natural persons; (c) that all
      documents submitted to us as originals or duplicate originals are authentic;
      (d)
      that all documents submitted to us as copies, whether certified or not, conform
      to authentic original documents; (e) that there has not been any mutual mistake
      or misunderstanding, fraud, duress, or undue influence; (f) that there are
      no
      agreements or understandings among the parties, written or oral, and there
      is no
      usage of trade or course of prior dealing among the parties that would, in
      either case, define, supplement, or qualify the terms of the Purchase Agreement,
      the Debentures, Warrants, Registration Rights Agreement, Security Agreement
      and
      Escrow Agreement (collectively, the “Transaction Documents”); (g) that the
      contracts, agreements, or instruments to which the Company is a party or by
      which its properties are bound other than the Transaction Documents will be
      enforced as written; (h) that all parties to the Transaction Documents
      other than the Company and the Escrow Agent (individually, an “Other Party” and
      collectively, the “Other Parties”) will act in accordance with, and will refrain
      from taking any action that is forbidden by, the Transaction Documents; (i)
      that
      each of the Other Parties and any agent acting for any of them in connection
      with the transactions contemplated by the Transaction Documents has acted in
      good faith and without notice of any defense against the enforcement of
      any


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    rights
      created by the Transaction Documents; and (j) that the constitutionality or
      validity of a relevant statute, rule, or regulation is not in issue.


    


    We
      have
      relied exclusively upon the representations of the Company contained in the
      Transaction Documents and in an officers’ certificate (insofar as they relate to
      matters of fact) and we have not, except as specifically noted, made any
      independent review or investigation of facts relating to the Company. Without
      limiting the generality of the foregoing, we have not made any independent
      review or investigation in connection with this opinion of the existence of
      any
      agreement, instrument, lease, contract, indenture, obligation, commitment,
      document or understanding to which the Company or any of its properties or
      assets may be bound, the existence of any litigation, action, suit, claim,
      proceeding or investigation pending or threatened against the Company or any
      basis therefor, or of the consideration received by the Company in connection
      with the issuance of the Company’s issued and outstanding capital stock. We have
      made no docket searches in any jurisdiction to determine the existence of any
      litigation, action, suit, claim, proceeding or investigation pending against
      the
      Company.

    


    In
      rendering the opinions expressed below, we have assumed, with your permission
      and without any independent investigation or verification of any kind, that:
      (i)
      each of the Other Parties that is not a natural person has been duly organized
      and is validly existing and in good standing under the laws of its jurisdiction
      of organization and of each other jurisdiction in which the conduct of its
      business or the ownership of its property makes such qualification necessary;
      (ii) each of the Other Parties has full power and authority to execute, deliver
      and perform the Transaction Documents to which it is a party; (iii) the
      execution, delivery and performance of the Transaction Documents to which the
      Other Parties are parties by each of the Other Parties that is not a natural
      person have been duly authorized by all requisite corporate or other action
      on
      its part; (iv) the Transaction Documents to which the Other Parties are parties
      have been duly executed and delivered by each applicable Other Party; and (v)
      the execution, delivery and performance of the Transaction Documents to which
      the Other Parties are parties do not and will not violate the by-laws, articles
      of incorporation or other organizational documents of any of the Other Parties
      that is not a natural person. We have further assumed, with your permission
      and
      without any independent investigation or verification of any kind, that each
      of
      the Transaction Documents constitute a valid and legally binding obligation
      of
      each party thereto other than the Company.

    


    Based
      upon the foregoing, and subject to the limitations and exceptions set forth
      herein, we are of the opinion that:

    


    1.The
      Company is a corporation validly existing and in good standing under the laws
      of
      the State of Delaware. The Company is duly qualified to transact business and
      is
      in good standing as a foreign corporation in the State of Florida.

     

    2.Except
      as
      set forth on Schedule 3.1(b) to the Purchase Agreement, each of the following
      subsidiaries of the Company (the “Subsidiaries”)
      is a
      corporation or limited liability company in good standing under the laws of
      its
      state of organization, as noted: Technipower LLC, a Delaware limited liability
      company; and DEL-INC Acquisition LLC, a Delaware limited liability
      company.

     

    3.The
      Company has the corporate power to own or hold under lease the property it
      purports to own or hold under lease, to carry on its business as now conducted,
      to enter into the Transaction Documents, and to perform its obligations under
      the Transaction Documents, to issue, sell and deliver the Debentures,
      the Warrants and the Underlying Shares at
      the
      Initial Closing and to consummate the transactions contemplated by the
      Transaction Documents.

     

    4.The
      execution, delivery and performance of the Transaction Documents and the
      consummation of the transactions contemplated thereby (including
      the issuance and sale of the


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Debentures,
      the Warrants and the Underlying Shares)
      have
      been
      duly authorized by all necessary corporate and stockholder action of
      the
      Company.
The
      Transaction Documents being delivered at the Initial Closing have been duly
      executed and delivered by the Company and constitute valid and binding
      obligations of the Company, enforceable against the Company in accordance with
      their respective terms.

     

    5.After
      giving effect to the transactions contemplated by the Purchase Agreement, and
      immediately after the Initial Closing, the authorized capital stock of the
      Company will consist of an aggregate of 100,000,000 shares of Common Stock
      and
      an aggregate of 7,450,000 shares of Preferred Stock. To our knowledge, and
      except as set forth in Schedule 3.1(g), immediately after the Initial Closing,
      the Company will have issued and outstanding 43,091,506 shares of Common Stock,
      all of which shares will be validly issued, fully paid and nonassessable. To
      our
      knowledge, immediately after the Initial Closing, (i)
      2,000,000 shares will be reserved for issuance to employees, officers and
      directors under the Company’s Amended and Restated 2003 Stock Option Plan (the
“2003 Plan”), of which up to 1,292,835 shares may be subject to currently
      outstanding non-qualified stock option grants; (ii) 1,000,000 shares will be
      reserved for options granted to employees outside the 2003 Plan; (iii) 2,916,000
      shares will be reserved for currently outstanding warrants; (iv) 1,000,000
      shares will be reserved for issuance upon exercise of the Warrants, (v)
      1,428,572 shares will be reserved for issuance upon conversion of the
      Debentures; (vi) 12,966,969 shares will be reserved for issuance upon conversion
      or redemption of other outstanding convertible debentures; and (vii) 155,158
      shares will be reserved for issuance as payment of accrued and unpaid interest
      under outstanding convertible debentures.
      The
      Debentures and Warrants that have been issued on the date hereof pursuant to
      the
      Purchase Agreement have been duly authorized and validly issued and are fully
      paid and nonassessable and free of preemptive or similar rights. The
Underlying
      Shares have been
      duly
      and validly authorized and reserved for issuance, and when issued in accordance
      with the conversion of the Debentures or the exercise of the Warrants in
      accordance with their respective terms will be validly issued, fully paid and
      nonassessable, and free of any preemptive or similar rights. To our knowledge,
      except for rights described in Schedule 3.1(g) of the Purchase 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. 

     

    6.Assuming
      the accuracy of the representations and warranties of the Purchasers set forth
      in the Purchase Agreement, the Debentures and the Warrants
      may
      be
      issued and sold to the Purchasers without registration under the Securities
      Act.
      Assuming that the representations and warranties of the Purchasers set forth
      in
      the Purchase Agreement are accurate on each of the dates that Warrants are
      exercised and the Debentures are converted, and that the Warrants are exercised
      and the Debentures are converted by the Persons to whom they were initially
      issued by the Company, the Underlying Shares may be issued to the Purchasers
      without registration under the Securities Act. 

     

    7.None
      of
      the execution and delivery of the Transaction Documents, the issuance of the
      Debentures and Warrants
      that have been issued on the date hereof, and issuance of the Underlying
      Shares,
      the
      consummation of the transactions contemplated thereby or the performance of
      the
      terms and provisions thereof will result in any breach of or constitute a
      default (or an event that with notice or lapse of time or both would become
      a
      default) under, or give to others any right of termination, amendment,
      acceleration or cancellation of, or result in (or require) the creation of
      any
      lien upon any property of the Company under its certificate of incorporation
      or
      bylaws, or violate any provision
      of the current Delaware General Corporation Law or any current New York or
      federal statute, rule or regulation that, in each case, in
      our
      experience, is typically applicable to transactions of the nature contemplated
      by the Transaction Documents, except
      for any approval, filing or action that may be required by state or federal
      securities laws, rules or regulations, as to which no opinion is expressed
      except as set forth in paragraph 6 above. 

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    8.To
      our
      knowledge, there is no action, proceeding or investigation pending or overtly
      threatened against the Company or any of its properties in any court or before
      any arbitrator of any kind or by any governmental body.

     

    9.To
      our
      knowledge, except
      for such filings as shall have been made and approvals that shall have been
      obtained on or prior to and shall be effective on and as of the Initial Closing
      Date, no approval by, from or with and no other action in respect of, any
      governmental body or any other person (including any trustee or holder of any
      indebtedness, securities or other obligations of the Company), is required
      (a)
      for or in connection with the valid execution and delivery by the Company of
      or
      the performance by the Company of its obligations under the Transaction
      Documents or the consummation by the Company of the transactions contemplated
      thereby, including the offer, issuance, sale and delivery by the Company of
      the
      Debentures and Warrants and the issuance, sale and delivery of the Underlying
      Shares, or (b) as a condition to the legality, validity or enforceability as
      against the Company of the Purchase Agreement except
      for any approval, filing or action that may be required by state or federal
      securities laws, rules or regulations, as to which no opinion is expressed
      except as set forth in paragraph 6 above.

     

    10.The
      Company is not an Investment Company within the meaning of the Investment
      Company Act of 1940, as amended.

     

    Our
      opinion is further subject to the following limitations, qualifications and
      assumptions:

    


    (a) Our
      opinion is qualified by the effect of New York law under which a court may
      refuse to enforce, or may limit the application of, a contract or a clause
      thereof that the court finds unconscionable.

    


    (b) We
      express no opinion as to any matter that is affected by any actual fact or
      circumstance inconsistent with or contrary to any assumption set forth herein
      or
      in any document referred to herein.

    


    (c) The
      opinion set forth in paragraph 1 above is based solely upon certificates issued
      by the Secretaries of State of each of Delaware and Florida, as applicable,
      as
      set forth on Schedule
      I
      hereto.
      The opinion set forth in paragraph 2 above is based solely upon certificates
      issued by the Secretaries of State of each of Delaware and Connecticut, as
      applicable, as set forth on Schedule
      II
      hereto.

    


    (d) The
      opinions set forth in paragraph 5 above are based solely upon our review of
      the
      Company’s certificate of incorporation, the Company’s by-laws and minute books
      and a certificate of officers of the Company.

    


    (e) The
      opinion set forth in paragraph 4 above is subject to the effect of any
      bankruptcy, insolvency, reorganization, moratorium or other similar laws
      relating to or affecting the rights of creditors generally and to the
      application of general principles of equity (regardless of whether considered
      in
      a proceeding in equity or at law), including, without limitation, (i) the
      possible unavailability of specific performance, injunctive relief or any other
      equitable remedy and (ii) concepts of materiality, reasonableness, good faith
      and fair dealing. Accordingly, no opinion is given herein as to the availability
      of specific performance or equitable relief of any kind, or the effect of any
      law of any jurisdiction regarding fraudulent conveyance or fraudulent
      transfer.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (f) We
      express no opinion as to the enforceability of (i) provisions that purport
      to
      establish evidentiary standards, (ii) provisions exculpating a party from,
      or
      indemnifying a party for (or entitling a party to contribution in a case
      involving), its own gross negligence, willful misconduct or violation of
      securities or other laws, (iii) provisions relating to the availability of
      specific remedies or relief or the release or waiver of any remedies or rights
      or time periods in which claims are required to be asserted, (iv) provisions
      relating to the discharge of defenses or disclaimers, liability limitations
      or
      limitations of the obligations of the Investors or the Company under any of
      the
      Transaction Documents, (v) provisions relating to choice of law,
      or (vi)
      provisions purporting to waive illegality as a defense to performance of
      contract obligations.

    


    (g) We
      express no opinion as to the enforceability of any section of the Transaction
      Documents to the extent it purports to waive any objection a person may have
      that a suit, action or proceeding has been brought in an inconvenient
      forum.

    


    (h) We
      express no opinion as to any provision in the Transaction Documents that relates
      to the subject matter jurisdiction of any United States District Court to
      adjudicate any controversy relating to such agreements.

    


    (i) We
      express no opinion with respect to the effect of any provision of the
      Transaction Documents that (i) is intended to permit modification thereof only
      by means of an agreement signed in writing by the parties thereto, (ii) provides
      that any Person purchasing any Debentures or Warrants from a Purchaser or other
      Person may exercise set off or similar rights with respect to such participation
      or (iii) imposes penalties or forfeitures.

    


    (j) The
      opinions set forth herein are given as of the date hereof and we shall have
      no
      obligation to update this opinion letter to reflect any facts or circumstances
      that may hereafter come to our attention or any changes in any law, rule or
      regulation that may hereafter occur.

    


    As
      used
      in this letter, the word “knowledge” or the phrase “to our knowledge” means the
      conscious awareness of facts or other information by only those lawyers of
      this
      law firm who have had active involvement in negotiating the transactions
      contemplated by the Transaction Documents or preparing or reviewing such
      agreements - namely, Ralph W. Norton and Jennifer Crick.

     

    The
      opinions expressed herein are limited to the laws of the State of New York,
      the
      General Corporation Law of the State of Delaware and the federal laws of the
      United States of America.

    


    This
      opinion is rendered solely for your benefit in connection with the subject
      transaction, and is not to be relied upon by any other person, or otherwise
      furnished to third parties, used, circulated, quoted or relied upon, without
      our
      prior consent.

    


    Very
      truly yours,