Exhibit 5.1
[Letterhead of Dorsey & Whitney LLP]
St. Jude Medical, Inc.
One Lillehei Plaza
St. Paul, Minnesota 55117
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to St. Jude Medical, Inc., a Minnesota
corporation (the "Company"), in connection with a Registration Statement on Form
S-8 (the "Registration Statement") relating to the issuance by the Company from
time to time of up to 1,000,000 shares of Common Stock, $.10 par value per
share, of the Company (the "Shares") under the terms of the St. Jude Medical,
Inc. 2000 Employee Stock Purchase Savings Plan (the "Plan").
We have examined such documents and have reviewed such questions of law
as we have considered necessary and appropriate for the purposes of the opinions
set forth below.
In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials.
Based on the foregoing, we are of the opinion that the Shares to be
issued by the Company pursuant to the Plan have been duly authorized and, upon
issuance, delivery and payment therefor in accordance with the terms of the
Plan, will be validly issued, fully paid and nonassessable.
Our opinion expressed above is limited to the Minnesota Business
Corporation Act.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Dated: July 31, 2000.
Very truly yours,
/s/ Dorsey & Whitney LLP
GLT
