D'Ancona
ATTORNEYS
Merrill A. Freed
(312) 602-2004
Fax: (312) 602-3004
mfreed@dancona.com
http://www.dancona.com
January 29, 2003
Competitive Technologies, Inc.
1960 Bronson Road
Fairfield, CT 06824
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 150,000 shares of its Common Stock,
$.01 par value, issuable in connection with the 1997 Employees'
Stock Option Plan as amended January 24, 2003, and 150,000 shares
of its Common Stock, $.01 par value , issuable in connection with
the 2000 Directors Stock Option Plan as amended January 24, 2003
(the "Plans") (said 300,000 shares constituting the "Shares"), 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 Plans, 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