[LETTERHEAD OF THE OTTO LAW GROUP]

                               February ___, 2005

TechAlt, Inc.
3311 N. Kennicott Ave., Suite A
Arlington Heights, IL 60004

Re:   Form SB-2 Registration Statement Relating to the Sale of 40,775,080 Shares
      of Common Stock

Gentlemen:

         We have acted as counsel to TechAlt, Inc., a Nevada corporation
("TechAlt") in connection with the registration for resale on the Form SB-2
Registration Statement of 40,775,080 Shares of Common Stock (the "Registration
Statement") consisting of (i) 4,000,000 shares of common stock being registered
for TechAlt, (ii) an aggregate of 130% of the 9,392,520 shares of common stock
underlying TechAlt's Series A Preferred Stock issuable pursuant to the
Securities Purchase Agreements ("SPA") between the Company and certain investors
(the "Financing Documents"); (iii) an aggregate of 130% of the 9,392,520 shares
of common stock issuable upon exercise of Warrants between the Company and
certain investors; (iv) an aggregate of 130% of the 6,576,560 shares of common
stock comprised of (a) 750,000 shares of common stock issuable to Paul Masanek
upon exercise his Warrant, (b) 1,150,000 shares of common stock issuable to
Services By Designwise upon conversion of that certain $1,150,000 Secured
Convertible Promissory Note, and (c) 4,676,560 shares of the common stock of the
Company issued to Masanek in connection with the Company's merger with
Technology Alternatives, Inc.; (v) 1,040,000 shares of common stock issuable in
connection with the Financial Advisory and Investment Banking Agreement with
Sunrise Securities Corp. ("Sunrise"); (vi) shares of common stock issuable to
Sunrise, or its designees, upon exercise of Warrants to purchase 925,000 shares
of common stock; (vii) 240,000 shares of common stock issuable upon execution of
the Public Relations Retainer Agreement with Sunrise; (viii) 1,000,000 shares of
common stock issuable upon the consummation of the Public Relations Retainer
Agreement with Sunrise and the exercise provisions thereof, and (ix) 600,000
shares issued to Excipio Group, S.A., in connection with business development
services (the "Securities").

         In connection with the foregoing, we have examined certain records and
proceedings of TechAlt, including the originals, photocopies, certified copies
or other evidences of proceedings taken in connection with the authorization and
issuance of the Securities described above. In such examination we have assumed
the genuiness of all signatures, the authenticity of all documents submitted to
us as certified copies or photocopies and the authenticity of the originals of
such documents. Based upon the foregoing, we are of the opinion that when the
Securities are sold as contemplated by the Registration Statement and the
exhibits thereto, the Securities will be validly issued, fully paid and
nonassessable.

         We hereby consent to being named in the Registration Statement and in
the prospectus constituting a part thereof, as amended from time to time, as
issuer's counsel and the attorneys who will pass upon legal matters in
connection with the issuance or registration of the Securities, and to the
filing of this opinion as an exhibit to the Registration Statement.


                                        Very truly yours,


                                        /s/ THE OTTO LAW GROUP, PLLC