CUTLER LAW GROUP
Attorneys at Law
www.cutlerlaw.com
September 24, 2008
Barbara C. Jacobs
Assistant Director
Matt Crispino
Jay Ingram
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549-4561
RE: COMPETITIVE TECHNOLOGIES, INC.
AMENDMENT NO. 2 TO REGISTRATION STATEMENT ON FORM S-1
FILED SEPTEMBER 18, 2008
FILE NO. 333-152881
Gentlemen and Ladies:
This letter includes responsive comments to your letter dated September 24,
2008 relating to the above referenced Registration Statement. Please note that
we have included a copy of the filing marked to show changes from the original
filing in Portable Document Format ("PDF") format as an attachment to this
letter.
The responses contained herein correspond in Part and Number to the
comments in your letter of September 24, 2008.
EXHIBIT 5.1
- ------------
1. Please have your counsel revise the penultimate paragraph of its legality
opinion to state the shares of common stock covered by the registration
statement will be legalled "issued." Also, in its opinion, counsel must opine
on the corporation laws of the jurisdiction in which you are incorporated.
We have revised the legality opinion and attached it as new Exhibit 5.1 to the
registration statement.
A courtesy printed version copy of the Amended Filing redlined with all
changes from the original filing, along with a hard copy of this letter has been
forwarded by overnight mail to your office in conjunction with the Edgar filing
of said documents. If you have any further questions or comments, please do not
hesitate to contact us.
Very truly yours,
/s/ M. Richard Cutler
M. Richard Cutler
Cutler Law Group
cc: John B. Nano, Competitive Technologies, Inc.