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Exhibit 5.1
[Letterhead of Dorsey & Whitney LLP]
H.B. Fuller Company
1200 Willow Lake Road
St. Paul, Minnesota 55110-5101
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to H.B. Fuller Company, a Minnesota
corporation (the "Company"), and have advised the Company in connection with
the registration under the Securities Act of 1933, as amended, on Form S-8 of
1,500,000 shares (the "Shares") of common stock, par value $1.00, of the
Company to be offered and sold under the H.B. Fuller Company Year 2000 Stock
Incentive 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 our
opinion set forth below.
In rendering our opinion 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. As to questions of fact material to our opinion,
we have relied upon certificates or representations of officers or employees
of the Company and of public officials.
Based on the foregoing we are of the opinion that the Shares 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.
We hereby consent to the filing of this opinion as an exhibit to the
registration statement on Form S-8 of the Company relating to the Shares.
Dated: October 19, 2000
Very truly yours,
/s/ Dorsey & Whitney LLP
JLS
