D'Ancona
 ATTORNEYS




                                          Merrill A. Freed
                                          (312) 602-2004
                                          Fax: (312) 602-3004
                                          mfreed@dancona.com
                                          http://www.dancona.com

January 28, 2002




Competitive Technologies, Inc.
1960 Bronson Road
Fairfield, CT  06430
                                        EXHIBIT 5.1


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 18, 2002
(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 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