EX-5.1 2 0002.txt D'ANCONA Attorneys Merrill A. Freed 312.602.2004 Fax: 312.602.3004 mfreed@dancona.com www.dancona.com April 10, 2001 EXHIBIT 5.1 Competitive Technologies, Inc. 1960 Bronson Road Fairfield, CT 06430 Gentlemen: In connection with the proposed registration under the Securities Act of 1933, as amended, by Competitive Technologies, Inc., a Delaware corporation (the "Company"), on Form S-8 (the "Registration Statement") of 300,000 shares of its Common Stock, $.01 par value (the "Shares"), issuable in connection with the 1997 Employees' Stock Option Plan as amended January 19, 2001 (the "Plan"), we hereby advise you that as counsel for the Company we have examined the Restated Certificate of Incorporation of the Company and all amendments thereto, the By- laws of the Company, certain minutes of the Company, and such other documents and records as we have deemed necessary for the purposes of this opinion. Based upon such examination, it is our opinion that: (1) The Company is a validly organized and existing corporation under the laws of the State of Delaware. (2) The Shares are duly authorized and, when issued pursuant to the terms of the Plan, will be legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Registration Statement. Very truly yours, D'ANCONA & PFLAUM LLC By: s/ Merrill A. Freed Merrill A. Freed Member D'Ancona & Pflaum LLC - 111 E. Wacker Drive, Ste. 2800 - Chicago, IL - 60601 312.602.2000 - Fax:312.602.3000