Exhibit 5
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| BOSTON CONNECTICUT NEW JERSEY NEW YORK WASHINGTON, D.C |
DAY PITNEY LLP
7 Times Square
info@daypitney.com
| April 2, 2008 |
VIA E-MAIL AND REGULAR MAIL
National Patent Development Corporation
10 East 40th Street, Suite 3110
New York, New York 10016
| Re: | National Patent Development Corporation - Registration Statement on Form S-8 |
We refer to the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by National Patent Development Corporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of 11,100,000 shares of the Company’s common stock, $0.01 par value per share (the “Securities”), to be offered pursuant to the National Patent Development Corporation 2007 Incentive Stock Plan (the “2007 Plan”), the National Patent Development Corporation 2003 Incentive Stock Plan, as amended (the “2003 Plan”) and the National Patent Development Corporation Non-Employee Director Equity Compensation Plan (the “Director Plan”). The 2007 Plan, the 2003 Plan and the Director Plan are referred to herein together as the “Plans”.
In connection with our opinion, we have examined the Plans and the Registration Statement. We have also examined originals, or copies certified or otherwise identified to our satisfaction, of the Certificate of Incorporation and By-laws of the Company, as currently in effect, and relevant resolutions of the Board of Directors of the Company and we have examined such other documents as we deemed necessary in order to express the opinion hereinafter set forth.
In our examination of such documents and records, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity with authentic original documents of all of the documents submitted to us as copies.
April 2, 2008
Page 2
We assume that the appropriate action will be taken, prior to the offer and sale of the Securities in accordance with the Plans, to register and qualify the Securities for sale under all applicable “blue sky” laws.
It is understood that this opinion is to be used only in connection with the offer and sale of the Securities while the Registration Statement is in effect.
Based upon the foregoing, we are of the opinion that, when the Registration Statement has become effective under the Act, and the Securities have been duly issued as contemplated by the Registration Statement and the Plans and for the consideration determined in accordance with the terms of the Plans, the Securities will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws of the United States and the General Corporation Law of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. In this connection, we hereby confirm that the foregoing reference to the General Corporation Law of the State of Delaware includes the statutory provisions and also all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.
This opinion letter is being delivered by us solely for your benefit pursuant to the requirements of Item 601(b)(5) of Regulation S-K under the Act. We hereby consent to use of this opinion as an Exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act, or the Rules and Regulations of the Securities and Exchange Commission thereunder.
| Very truly yours, | |||
| /s/ DAY PITNEY LLP | |||