Exhibit 5



                                          April 12, 1999

Board of Directors
REFAC Technology Development Corporation
122 East 42nd Street
New York, New York  10168

                  Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

            We have acted as special counsel to REFAC Technology
Development Corporation, a Delaware corporation (the "Company"), in
connection with the preparation of a registration statement on Form S-8
(the "Registration Statement"), relating to the issuance and sale of up to
829,750 shares (the "Shares") of the common stock of the Company, par value
$0.10 per share (the "Common Stock"). The Shares consist of 591,000 shares
of Common Stock which have been reserved for issuance upon exercise of
stock options (the "Stock Option Plans Shares") that have been or may be
granted under the Company's 1990 Stock Option and Incentive Plan, as
amended (the "1990 Plan"), and 1998 Stock Option and Incentive Plan (the
"1998 Plan" and, together, with the 1990 Plan, the "Stock Option Plans")
and 238,750 shares of Common Stock which have been reserved for issuance
upon exercise of outstanding stock options granted other than under the
Stock Option Plans pursuant to separate stock option agreements (the "Other
Option Shares" and, collectively, with the Stock Option Plans Shares, the
"Option Shares").

            This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act
of 1933 (the "Act").

            We have examined originals or copies, certified or otherwise
identi fied to our satisfaction, of (i) the Registration Statement on Form
S-8 to be filed with the Securities and Exchange Commission (the
"Commission") relating to the Option Shares, (ii) the Stock Option Plans,
(iii) a specimen certificate evidencing the Common Stock, (iv) the Restated
Certificate of Incorporation of the Company, as amended and as presently in
effect, (v) the By-Laws of the Company, as presently in effect, (vi)
certain resolutions of the Board of Directors of the Company relating to,
among other things, the Stock Option Plans and the Other Option Shares
(collec tively, the "Board Resolutions"), (vii) the stock option agreements
relating to the Option Shares (the "Stock Option Agreements) and (viii)
such other documents as we have deemed necessary or appropriate as a basis
for the opinion set forth below.

            In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submit ted to us as originals, the conformity to original
documents of all documents submitted to us as certified, conformed or
photostatic copies and the authenticity of the originals of such latter
documents. In making our examination of documents executed by parties other
than the Company, we have assumed that such parties had the power,
corporate or other, to enter into and perform all obligations thereunder
and have also assumed the due authorization by all requisite action,
corporate or other, and execution and delivery by such parties of such
documents and the validity and binding effect thereof on such parties. As
to any facts material to the opinions expressed herein which we did not
independently establish or verify, we have relied upon certificates,
statements or representations of officers of the Company and public
officials. In rendering the opinion set forth below, we have assumed that
(i) the certificates representing the Option Shares will be manually signed
by one of the authorized officers of the transfer agent for the Common
Stock and registered by such transfer agent and will conform to the
specimen thereof examined by us, and (ii) prior to the issuance of any
Option Shares, the Company and the relevant optionee will have duly entered
into Stock Option Agreements in accordance with the Stock Option Plans and
the Board Resolutions.

            Members of our firm are admitted to the Bar of the State of
Dela ware, and we do not express any opinion as to the laws of any other
jurisdiction.

            Based upon and subject to the foregoing, we are of the opinion
that the Option Shares have been duly and validly authorized for issuance
and, when delivered and paid for in accordance with the terms of the Stock
Option Agree ments, will be validly issued, fully paid and nonassessable.

            Mark N. Kaplan is a director, stockholder and optionholder of
the Company.

            We hereby consent to the filing of this opinion with the
Commission as Exhibit 5 to the Registration Statement. In giving such
consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Act or the rules or
regulations of the Commission thereunder.


                                    Very truly yours,



                                    SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP