Exhibit 5
[Crowell & Moring LLP letterhead]
June 13, 2000
NCT Group, Inc.
20 Ketchum Street
Westport, Connecticut 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 such Registration Statement, of 37,435,048 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, have
been validly issued and are 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
