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EXHIBIT 5.1
Lindquist & Vennum P.L.L.P.
4200 IDS Center
80 South Eighth Street
Minneapolis MN 55420
August 25, 2000
Hypertension Diagnostics, Inc.
2915 Waters Road, Suite 108
Eagan, Minnesota 55121-1562
Re: Registration of Shares of Common Stock on Form S-3
SEC No. 333-42390
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 1,568,175 shares of common stock, $.01 par value, of the
Company (the "Common Stock") issuable upon the exercise of outstanding options
and warrants to purchase the Company's Common Stock (the "Underlying Shares").
You have requested our opinion in connection with the registration of the
Underlying Shares 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 Underlying Shares of Common Stock to be issued by the Company
pursuant to the exercise of the options and warrants have been and
will be duly authorized. Upon proper exercise of the outstanding
options and warrants and payment for the underlying Shares, the Shares
will be fully paid and nonassessable Common Stock of the Company.
For the purposes of this opinion, we are assuming the proper execution of
the options and warrants and all certificates evidencing the options and
warrants, 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.
