<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>opinionex51.txt
<DESCRIPTION>OPINION OF LEGAL COUNSEL
<TEXT>
May 7, 2009

Research Frontiers
Incorporated
240 Crossways Park Drive
Woodbury, New York 11797

Ladies and Gentlemen:

	I am General Counsel to Research Frontiers Incorporated,
a Delaware corporation (the "Company"), in connection with its
Registration Statement on Form S-3 (the "Registration Statement")
under the Securities Act of 1933, as amended (the "Act"), pertaining
to the issuance by the Company from time to time, together or
separately, and as set forth in the prospectus contained in the
Registration Statement (the "Prospectus") and in one or more
supplements to the Prospectus (each, a "Prospectus Supplement"),
of up to 3,000,000 shares of common stock, par value $.0001 per
share, of the Company (the "Common Stock") and/or warrants to
purchase such Common Stock (the "Warrants") at prices and on
terms to be determined by market conditions at the time of
offering thereof.

	In so acting, I have examined originals or copies,
certified or otherwise identified to our satisfaction, of the
Company's Restated Certificate of Incorporation (the
"Certificate"), the resolutions to be adopted by the Board of
Directors of the Company authorizing the filing of the
Registration Statement and such other corporate records,
agreements, documents and other instruments, and such
certificates or comparable documents of public officials and of
officers and representatives of the Company, and have made
such inquiries of such officers and representatives, as I have
deemed relevant and necessary as a basis for the opinions
hereinafter set forth.

	In such examination, I have assumed the
genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to me as
originals, the conformity to original documents of all documents
submitted to me as copies and the authenticity of the originals of
such latter documents.  As to all questions of fact material to this
opinion that have not been independently established, I have
relied upon certificates or comparable documents of officers and
representatives of the Company.

	Based on the foregoing, and subject to the
qualifications stated herein, I am of the opinion that:

	1.   When (a) the Registration Statement (including
any post-effective amendments thereto) shall have become
effective under the Act, (b) a Prospectus Supplement describing
the offered securities shall have been filed with the Securities
and Exchange Commission ("SEC") and (c) shares of Common
Stock shall have been duly authorized pursuant to adoption by
the Board of Directors of the Company of one or more
resolutions in form and content as required by applicable law,
and issued and paid for as contemplated by the Registration
Statement and the applicable Prospectus Supplement and by
such resolution(s), and assuming that (i) the Company shall have
sufficient authorized but unissued shares of Common Stock to
so issue such shares of Common Stock, (ii) the terms of the
shares as issued and delivered are as described in the
Registration Statement and Prospectus Supplement, (iii) the
shares as issued and delivered do not violate any law applicable
to the Company or result in a default under or breach of any
agreement or instrument binding on the Company and (iii) the
shares as issued and delivered comply with all requirements and
restrictions, if any, applicable to the Company, whether imposed
by any court or by any governmental or regulatory body having
jurisdiction over the Company, such shares of Common Stock
will be validly issued, fully paid and non-assessable.

	2.   When (a) the Registration Statement (including
any post-effective amendments thereto) shall have become
effective under the Act, (b) a Prospectus Supplement describing
the offered securities shall have been filed with the SEC, (c) one
or more agreements setting forth the terms of the Warrants (the
"Warrant Agreement") shall have been duly executed and
delivered by the parties thereto, (d) the Board of Directors shall
have taken all necessary corporate action in connection
therewith, including, without limitation, approving the terms of
the Warrants and reserving for issuance the shares of Common
Stock underlying the Warrants, (e) the Warrants shall have been
executed and authenticated in accordance with the terms of the
Warrant Agreement and (f) the Warrants shall have been issued,
sold and delivered in the manner and for the consideration stated
in the applicable Warrant Agreement approved by the Board of
Directors, and assuming that (i) the terms of the Warrants as
executed and delivered are as described in the Registration
Statement and Prospectus Supplement, (ii) the Warrants as
executed and delivered do not violate any law applicable to the
Company or result in a default under or breach of any agreement
or instrument binding on the Company and (iii) the Warrants as
executed and delivered comply with all requirements and
restrictions, if any, applicable to the Company, whether imposed
by any court or by any governmental or regulatory body having
jurisdiction over the Company, the Warrants will be legal, valid
and binding obligations of the Company enforceable in
accordance with their terms.  The foregoing opinion is subject to
the qualification that I express no opinion as to the following:
(i) the effect of applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws
affecting creditors' rights and remedies generally, (ii) the effect
of general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing
(regardless of whether enforcement is sought in a proceeding at
law or in equity), (iii) any rights to indemnification and
contribution granted under any Warrant Agreement or otherwise
in connection with the Warrants which may be void or limited
by federal or state securities laws or public policy relating
thereto.  In addition, I express no opinion with respect to the
enforceability of (i) consents to, or restrictions upon, judicial
relief, jurisdiction or venue; (ii) advance waivers of claims,
defenses, rights granted by law, or notice, opportunity for
hearing, evidentiary requirements, statutes of limitation, trial by
jury or at law, or other procedural rights; (iii) waivers of broadly
or vaguely stated rights; (iv) provisions for exclusivity, election
or accumulation of rights or remedies; (v) provisions authorizing
or validating conclusive or discretionary determinations;
(vi) provisions for the payment of attorneys' fees where such
payment is contrary to law or public policy; (vii) proxies,
powers and trusts; (viii) provisions prohibiting, restricting, or
requiring consent to assignment or transfer of any right or
property; and (ix) provisions for liquidated damages, monetary
penalties or other economic remedies to the extent such
provisions are deemed to constitute a penalty.

	To the extent that the obligations of the Company
under any Warrant Agreement may be dependent upon such
matters, I assume for purposes of the opinions set forth herein
that each other party to such Warrant Agreement is duly
organized, validly existing and in good standing under the laws
of its jurisdiction of organization; that each such other party is
duly qualified to engage in the activities contemplated by each
Warrant Agreement to which it is a party; that each Warrant
Agreement has been duly authorized, executed and delivered by
such other party thereto and constitutes the legal, valid and
binding obligation of such party, enforceable against it in
accordance with its terms; that each such other party is in
compliance with all applicable laws and regulations relating
thereto; and that each such other party has the requisite
organizational and legal power and authority to perform its
obligations under each Warrant Agreement to which it is a party.

	The opinions expressed herein are limited to the laws
of the State of New York, the corporate laws of the State of
Delaware, and the federal laws of the United States, and I
express no opinion as to the effect on the matters covered by this
letter of the laws of any other jurisdiction.

	The opinions expressed herein are rendered solely for
your benefit in connection with the transactions described
herein. Such opinions may not be used or relied upon by any
other person, nor may this letter or any copies thereof be
furnished to a third party, filed with a governmental agency,
quoted, cited or otherwise referred to without my prior written
consent, except that I hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the
reference to me under the caption "Legal Matters" in the
Prospectus contained therein.

			Very truly yours,

			/s/ Joseph M. Harary

			Joseph M. Harary, General Counsel
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