Exhibit 5
[Crowell & Moring Letterhead]
December 12, 2000
NCT Group, Inc.
20 Ketchum Street
Westport, CT 06880
Re: Registration Statement on Form S-1
Gentlemen:
We serve as outside counsel to NCT Group, Inc., a Delaware corporation (the
"Company"), and have acted as counsel in connection with the preparation and
filing with the Securities and Exchange Commission of the Registration Statement
on Form S-1 that the Company is filing today under the Securities Act of 1933,
as amended, relating to the sale by certain Selling Stockholders, as defined in
the Registration Statement, of 90,761,040 shares of common stock of the Company
(the "Resale Shares").
With respect to the Registration Statement on Form S-1, we are of the
opinion that the Resale Shares have been duly authorized by the Company, and
either have been validly issued and are fully paid and nonassessable, or upon
their issuance as described in the Registration Statement, will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit No. 5 to the Registration Statement on Form S-1
referred to above and to the reference therein to our firm under the caption
"Interests of Named Experts and Counsel" in the Prospectus.
Respectfully submitted,
/s/ Crowell & Moring LLP
Crowell & Moring LLP
