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EXHIBIT 5.1
Lindquist & Vennum P.L.L.P.
4200 IDS Center
80 South Eighth Street
Minneapolis MN 55420
September 27, 2000
Hypertension Diagnostics, Inc.
2915 Waters Road, Suite 108
Eagan, Minnesota 55121-1562
Re: Registration of Units and Class A Redeemable Warrants on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Hypertension Diagnostics, Inc., a Minnesota
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 under the Securities Act of 1933, as amended (the "Registration
Statement"), of up to 175,000 units and up to 175,000 Class A Redeemable
Warrants (collectively, the "Securities") of the Company, issued or issuable
upon exercise of warrants to purchase units ("Unit Warrants"). Each Unit is
convertible to one share of Common Stock of the Company and one Class A
Redeemable Warrant to purchase one share of common stock. You have requested our
opinion in connection with the registration of the Securities covered by the
Prospectus, contained in the Registration Statement (the "Prospectus"). Please
be advised that as counsel to the Company, upon examination of such corporate
documents and records as we have deemed necessary or advisable for the purposes
of this opinion, it is our opinion that:
1. The Company is a validly existing corporation in good standing under
the laws of the State of Minnesota.
2. The units and Class A Redeemable Warrants issued by the Company have
been and will be duly authorized securities of the Company.
For the purposes of this opinion, we are assuming the proper exercise of
the Unit Warrants and all certificates evidencing the Securities, and that the
appropriate certificates are duly filed and recorded in every jurisdiction in
which such filing or recordation is required in accordance with the laws of such
jurisdictions. We express no opinion as to the laws of any state or jurisdiction
other than Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to our firm under the heading
"Legal Opinions" in the Prospectus comprising a part of the Registration
Statement.
Very truly yours,
/s/ LINDQUIST & VENNUM P.L.L.P.
LINDQUIST & VENNUM P.L.L.P.
