EXHIBIT 5.1

                          OPINION OF NIXON PEABODY LLP

                                  July 19, 2004

DynTek, Inc.
18881 Von Karman Avenue, Suite 250
Irvine, CA 92612

Ladies and Gentlemen:

      We have acted as counsel to DynTek, Inc., a Delaware corporation (the
"Company"), in connection with the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by the Company on or about the date hereof
with the Securities and Exchange Commission (the "SEC") under the Securities Act
of 1933, as amended (the "Act"), for the purpose of registering with the SEC an
aggregate of 4,000,000 shares (the "Shares") of the Common Stock of the Company,
par value $.0001 per share (the "Common Stock"), consisting of: (i) 4,000,000
Shares to be issued as awards pursuant to the Company's 2001 Stock Incentive
Plan (the "Plan"), and (ii) pursuant to Rule 416(a) of the Act of 1933, such
indeterminate number of Shares as may be issued by reason of any stock split,
stock dividend, recapitalization or similar transaction effected without the
receipt of consideration which results in an increase in the number of
outstanding shares of Common Stock.

      This opinion is being delivered to you in connection with the Registration
Statement.

      In connection with the foregoing, we have examined, among other documents,
copies of the following: (i) the Registration Statement, (ii) the Certificate of
Incorporation of the Company, as amended to the date hereof (iii) the By-laws of
the Company, as amended to the date hereof, and (iv) the Plan. We have also
examined originals or copies, certified or otherwise identified to our
satisfaction, of such corporate records of the Company, agreements and such
other instruments and certificates of officers of the Company, and have made
such investigations of law, as, in our experience, are necessary or appropriate
as a basis for the opinions expressed below.

      As to questions of fact material to our opinions expressed herein, we
have, when relevant facts were not independently established, relied upon
certificates of, and information received from, the Company and/or
representatives of the Company. We have made no independent investigation of the
facts stated in such certificates or as to any information received from the
Company and/or representatives of the Company and do not opine as to the
accuracy of such factual matters. We also have relied, without investigation,
upon certificates and other documents from, and conversations with, public
officials.



DynTek, Inc.
July 19, 2004
Page 2


      In rendering the following opinions, we have assumed, without
investigation, the authenticity of any document or other instrument submitted to
us as an original, the conformity to the originals of any document or other
instrument submitted to us as a copy, the genuineness of all signatures on such
originals or copies, and the legal capacity of natural persons who executed any
such document or instrument at the time of execution thereof.

      In addition, we have assumed that, at or prior to the time of issuance and
sale of any of the Shares: (i) no stop order shall have been issued in respect
of the Registration Statement, (ii) there shall not have occurred, since the
date of this opinion, any change in law affecting the validity of the Shares or
the ability or the capacity of the Company to issue any of the Shares, and (iii)
the Company shall not have effected any material change to its Certificate of
Incorporation or By-laws or the Plan.

      Members of our firm involved in the preparation of this opinion are
licensed to practice law in the State of New York and we do not purport to be
experts on, or to express any opinion herein concerning, the laws of any
jurisdiction other than the laws of the State of New York and the corporate
governance laws of the State of Delaware provided under the Delaware General
Corporation Law.

      Based upon and subject to the foregoing, and the other qualifications and
limitations contained herein, and after (a) the Registration Statement has
become effective under the Act and assuming that such effectiveness remains in
effect throughout the period during which Shares are issued pursuant to the
Plan, (b) the Shares to be issued pursuant to the Plan have, if required, been
duly qualified or registered, as the case may be, for sale under applicable
state securities laws and all applicable securities laws are complied with, (c)
all necessary action by the stockholders of the Company and the Board of
Directors or a duly designated committee of the Board of Directors of the
Company shall have been taken to duly authorize the Plan and the issuance of
options, other rights and Common Stock to be issued pursuant to the Plan (the
"Corporate Action"), and (d) the options, other rights and Shares to be issued
pursuant to the Plan have been delivered pursuant to and in accordance with the
terms of the Plan and related agreements and instruments against payment
therefor in accordance with the terms of the relevant Corporate Action, the Plan
and the related agreements and instruments, we are of the opinion that the
4,000,000 Shares issuable pursuant to the Plan, and an indeterminate number of
shares of Common Stock as may be issued by reason of any stock split, stock
dividend, recapitalization or similar transaction, will have been duly
authorized, validly issued, fully paid and non-assessable pursuant to the
provisions of the Delaware General Corporation Law.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the SEC.

      We further consent to the filing of this opinion as an exhibit to
applications to the securities commissioners of the various states of the United
States of America, to the extent so required, in connection with the
registration of the Shares.



DynTek, Inc.
July 19, 2004
Page 3


      This opinion is intended solely for your benefit in connection with the
transactions described above and, except as provided in the two immediately
preceding paragraphs, may not be otherwise communicated to, reproduced, filed
publicly or relied upon by, any other person or entity for any other purpose
without our express prior written consent.

      This opinion is limited to the matters stated herein, and no opinion or
belief is implied or may be inferred beyond the matters expressly stated herein.
The opinions expressed herein are rendered as of the date hereof, and we
disclaim any undertaking to advise you of changes in law or fact which may
affect the continued correctness of any of our opinions as of a later date.

                                                     Very truly yours,

                                                     /s/ Nixon Peabody LLP