How can i get my old iphone to download cloud ios

I use my old iphone as an ipod.  Now that I have switched to the cloud, all of my music has disappeared from the unit.  I was able to complete it successfuly on my iphone, but not the older iphone.  How can I get the new os on my old phone so I can have music again.

Enabling an iCloud account alone on an iOS device does not remove music.
iOS 5 is compatible with the iPhone 3GS, iPhone 4, and iPhone 4S.
If your old iPhone is an iPhone 3G, you cannot install iOS 5 on it.

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