EXHIBIT 5


                                   CUTLER LAW GROUP
                                   Attorneys at Law
                    www.cutlerlaw.com     M. Richard Cutler, Esq.
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Competitive Technologies, Inc.
777 Commerce Drive
Suite 100
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 500,000 shares  of  Company  common  stock  issuable in connection with the
Company's 1997 Employees' Stock Option Plan, 80,000 shares of Company common
stock issuable in connection with the Company's 1996 Directors' Stock
Compensation Plan and 50,000 shares of Company common stock issued to M. Richard
Cutler on behalf of Cutler Law Group for legal services.

     We  have  examined  the Company's Registration Statement on Form S-8 in the
form  to  be  filed  with  the  Securities  and  Exchange Commission on or about
March 20, 2007 (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