Exhibit 5

CUTLER LAW GROUP
Attorneys at Law                                 M. Richard Cutler, Esq.*
9814 Crystal Blvd                                M Gregory Cutler, Esq.**
Baytown, Texas 77521
(281) 918-0040 Tel  (800) 836-8714 Fax           *Admitted in California & Texas
www.cutlerlaw.com                                **Admitted in Florida
================================================================================

                                August 10, 2009

Competitive Technologies, Inc.
777 Commerce Drive
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
1,975,305 shares of Company common stock issuable in connection with the Common
Stock Purchase Agreement between Competitive Technologies, Inc. and Fusion
Capital Fund II.

     We have examined the Company's Registration Statement on Form S-1 in the
form to be filed with the Securities and Exchange Commission on or about August
7, 2009 (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\ M. Richard Cutler
                              Cutler Law Group