EXHIBIT 5
 
                             BRESLOW & WALKER, LLP
                                767 THIRD AVENUE
                            NEW YORK, NEW YORK 10017
 
                                              May 8, 1997
 
Board of Directors
QuietPower Systems, Inc.
1675 Broadway
New York, New York 10019
 
Gentlemen:
 
    It is our opinion that the securities being registered with the Securities
and Exchange Commission pursuant to the Registration Statement of QuietPower
Systems, Inc. on Form SB-2 will, when sold, be legally issued, fully paid and
nonassessable.
 
    We consent to the filing of this opinion as an exhibit to the aforesaid
Registration Statement and further consent to the reference made to us under the
caption "Legal Matters" in the Prospectus constituting part of such Registration
Statement.
 
                                          Very truly yours,
 
                                          /s/ BRESLOW & WALKER, LLP
                                          Breslow & Walker, LLP