ITunes is saying 4.2.1 is up-to-date

iTunes won't update my iPod 3rd gen to iOS 5. It's saying 4.2.1 is up-to-date. What can I do about this? I have iTunes 10.5.2

If yours iPod is either an 8 or 16 GB iPod it is a 2G iPod.  A 2G can only go to iOS 4.2.1. Apple only made 32 and 64 GB 3G iPods. A 32 GB one can be either. To identify yours:
Enter SN here:
Apple - Support - Check Your Service and Support Coverage
Identifying iPod models

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