-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D8r3rg0J7dTs6U1r3Blh7L+ybvoa1Gf6+YlIfGjcd1sLzZgqaqQXiDuw3vRr0ykX 2XFhJgOSK7ADwNOe/KZFAA== 0001360865-08-000066.txt : 20081110 0001360865-08-000066.hdr.sgml : 20081110 20080924163425 ACCESSION NUMBER: 0001360865-08-000066 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080924 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPETITIVE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000102198 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 362664428 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 777 COMMERCE DRIVE STREET 2: SUITE 100 CITY: FAIRFIELD STATE: CT ZIP: 06825 BUSINESS PHONE: (203) 368-6044 MAIL ADDRESS: STREET 1: 777 COMMERCE DRIVE STREET 2: SUITE 100 CITY: FAIRFIELD STATE: CT ZIP: 06825 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSITY PATENTS INC DATE OF NAME CHANGE: 19920703 CORRESP 1 filename1.txt CUTLER LAW GROUP Attorneys at Law www.cutlerlaw.com September 24, 2008 Barbara C. Jacobs Assistant Director Matt Crispino Jay Ingram Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549-4561 RE: COMPETITIVE TECHNOLOGIES, INC. AMENDMENT NO. 2 TO REGISTRATION STATEMENT ON FORM S-1 FILED SEPTEMBER 18, 2008 FILE NO. 333-152881 Gentlemen and Ladies: This letter includes responsive comments to your letter dated September 24, 2008 relating to the above referenced Registration Statement. Please note that we have included a copy of the filing marked to show changes from the original filing in Portable Document Format ("PDF") format as an attachment to this letter. The responses contained herein correspond in Part and Number to the comments in your letter of September 24, 2008. EXHIBIT 5.1 - ------------ 1. Please have your counsel revise the penultimate paragraph of its legality opinion to state the shares of common stock covered by the registration statement will be legalled "issued." Also, in its opinion, counsel must opine on the corporation laws of the jurisdiction in which you are incorporated. We have revised the legality opinion and attached it as new Exhibit 5.1 to the registration statement. A courtesy printed version copy of the Amended Filing redlined with all changes from the original filing, along with a hard copy of this letter has been forwarded by overnight mail to your office in conjunction with the Edgar filing of said documents. If you have any further questions or comments, please do not hesitate to contact us. Very truly yours, /s/ M. Richard Cutler M. Richard Cutler Cutler Law Group cc: John B. Nano, Competitive Technologies, Inc. -----END PRIVACY-ENHANCED MESSAGE-----