Exhibit 5.1

(JOSEPH I. EMAS, ATTORNEY-AT-LAW LETTERHEAD)

Board of Directors

Teliphone Corp.

RE:   Teliphone Corp.
      Registration Statement on Form SB-2

Ladies and Gentlemen:

As counsel  for the  Company,  I have  examined  the  Company's  certificate  of
incorporation,   by-laws,  and  such  other  corporate  records,  documents  and
proceedings and such questions of laws I have deemed relevant for the purpose of
this opinion.

I have also,  as counsel for the Company,  examined the  Registration  Statement
(the  "Registration  Statement")  of your  Company  on Form SB-2,  covering  the
registration  under the  Securities  Act of 1933 of up to  20,000,000  shares of
Common Stock, $.001 par value of the Company.

My review has also  included  the form of  prospectus  for the  issuance of such
securities (the "Prospectus") filed with the Registration Statement.

On the basis of such examination, I am of the opinion that:

1. The Company is a corporation duly authorized and validly existing and in good
standing  under  the laws of the  State of  Delaware,  with  corporate  power to
conduct its business as described in the Registration Statement.

2. The Company has an authorized  capitalization of 125,000,000 shares of Common
Stock and no shares of Preferred Stock.

3. The shares of Common Stock currently issued and outstanding  described in the
Registration  Statement are duly and validly  authorized  and, upon the issuance
thereof, will be duly and validly issued as fully paid and non-assessable.

4. The 20,000,000shares of Common Stock to be issued and outstanding pursuant to
the offering described in the Registration Statement, upon the issuance thereof,
will be duly and validly issued as fully paid and non-assessable.

This  opinion  includes my opinion on Delaware  law  including,  all  applicable
provisions of Nevada  statutes,  and reported  judicial  decisions  interpreting
those laws.

I  hereby  consent  to the  use of my  name in the  Registration  Statement  and
Prospectus  and I also  consent  to the  filing of this  opinion  as an  exhibit
thereto.

Very truly yours,


August 28, 2006                              /s/ JOSEPH I. EMAS
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                                             JOSEPH I. EMAS, ESQUIRE