<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>a5104879ex5.txt
<DESCRIPTION>COPYTELE, INC. EXHIBIT 5
<TEXT>


                                                                       Exhibit 5

                          [DUANE MORRIS LLP LETTERHEAD]



                                 March 17, 2006



CopyTele, Inc.
900 Walt Whitman Road
Melville, New York 11747

Ladies and Gentlemen:

     We have acted as counsel to CopyTele,  Inc.  (the  "Company") in connection
with  the   preparation  of  the   Registration   Statement  on  Form  S-8  (the
"Registration  Statement") filed by the Company with the Securities and Exchange
Commission on the date hereof with respect to an additional 15,000,000 shares of
Common  Stock,  par value $.01 per share (the  "Shares"),  of the Company  being
registered in connection with the CopyTele,  Inc. 2003 Share Incentive Plan (the
"Plan").

     As counsel to the Company,  we have  examined and relied upon  originals or
copies,  authenticated or certified to our  satisfaction,  of all such corporate
records of the Company,  including the  resolutions  of the  Company's  board of
directors and other records relating to the authorization,  registration,  sale,
and issuance of the Shares, communications or certifications of public officials
and such other  documents as we have deemed  relevant and necessary as the basis
of the opinions  expressed herein.  In making such examination,  we have assumed
the genuineness of all signatures, the authenticity of all documents tendered to
us as  originals,  and the  conformity  to original  documents of all  documents
submitted to us as certified or photostatic copies.

     Based upon the  foregoing,  we are of the opinion that each  authorized and
unissued Share to be issued by the Company,  when issued in accordance  with the
terms and  conditions  of the Plan,  and  assuming no changes in relevant law or
facts, will be validly issued, fully paid, and non-assessable.

     We  hereby  consent  to the  filing  of a copy of  this  opinion  with  the
Securities and Exchange  Commission as an exhibit to the Registration  Statement
and any  amendment  thereto  and to any and all  references  to our  firm in the
Prospectus which is a part of the Registration Statement.

                                 Very truly yours,


                                 /s/ DUANE MORRIS LLP
</TEXT>
</DOCUMENT>
