Why does itunes say i have the latest version 4.2.1 (8c148) for my 3rd gen iPod touch when it should be iOS 5?

why does itunes say i have the latest version 4.2.1 (8c148) for my 3rd gen iPod touch when it should be iOS 5?

Be sure it is really a 3rd gen. Some people with 2nd gens were told they were 3rd gens.  Identifying iPod models or Look up specs by Serial Number. If it is a 2nd gen, then you can't upgrade.
IF IT REALLY IS A THIRD GEN iPod Touch, then you first need to upgrade to iTunes 10.5 in order to download iOS 5 because older versions of iTunes don't support and can't sync with iOS 5.

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