EX-5.1 3 cttcs8esop2011x5-1.txt OPINION OF CUTLER LAW GROUP AS TO THE LEGALITY OF SHARES BEING REGISTERED. Exhibit 5.1 CUTLER LAW GROUP ------------------------------------ M. RICHARD CUTLER, ESQ Corporate Securities Law M GREGORY CUTLER, ESQ. Admitted in California Admitted in Florida & Texas May 25, 2011 Competitive Technologies, Inc. 1375 Kings Highway East, Suite 400 Fairfield, Connecticut 06824 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 1,050,000 shares of Company common stock issuable in connection with legal service agreements. 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 May 25, 2011 (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