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EXHIBIT 5.1
[LETTERHEAD OF DORSEY & WHITNEY LLP]
Rehabilicare Inc.
1811 Old Highway 8
New Brighton, Minnesota 55112
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8 that you
intend to file with the Securities and Exchange Commission pursuant to the
Securities Act of 1933 for the purpose of registering an additional 500,000
shares of Common Stock, $.10 par value, of Rehabilicare Inc. to be issued
pursuant to the Rehabilicare Inc. 1998 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 this opinion.
We are of the opinion that the shares of Common Stock to be issued
pursuant to the Plan will, when issued and paid for as described in the
Registration Statement, be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Dated: September 25, 2000 Very truly yours,
/s/ Dorsey & Whitney LLP
TM
