EX-5 3 ctt5.txt EXHIBIT 5 EXHIBIT 5 CUTLER LAW GROUP Attorneys at Law www.cutlerlaw.com M. Richard Cutler, Esq. ================= ======================= Competitive Technologies, Inc. 777 Commerce Drive Suite 100 Fairfield, CT 06825 Ladies and Gentlemen: You have requested our opinion as counsel for Competitive Technologies, Inc., a Delaware corporation (the "Company") in connection with the registration under the Securities Act of 1933, as amended, and the Rules and Regulations promulgated thereunder, and the public offering by the Company of up to 62,500 shares of Company common stock issuable in connection with the Competitive Technologies, Inc. 401(K) Plan. We have examined the Company's Registration Statement on Form S-8 in the form to be filed with the Securities and Exchange Commission on or about November 12, 2007 (the "Registration Statement"). We further have examined the Certificate of Incorporation, Bylaws, and applicable minutes of the Company as a basis for the opinion hereafter expressed. Based on the foregoing examination, we are of the opinion that, upon issuance and sale in the manner described in the Registration Statement, the shares of common stock covered by the Registration Statement will be legally issues, fully paid, and nonassessable. We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Cutler Law Group Cutler Law Group