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Exhibit 5
FREDRIKSON & BYRON, P.A.
ATTORNEYS AT LAW
1100 International Centre
900 Second Avenue South
Minneapolis, MN 55402-3397
(612) 347-7000
FAX: (612) 347-7077
, 2000
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Medtronic, Inc.
7000 Central Avenue N.E.
Minneapolis, Minnesota 55432
Re: REGISTRATION STATEMENT ON FORM S-4
Ladies/Gentlemen:
We are acting as counsel for Medtronic, Inc. (the
"Company"), a Minnesota corporation, in connection with the registration by
the Company of 4,270,681 shares of the Company's Common Stock, par value $.10
(the "Shares"), each of which shares includes the Preferred Stock Purchase
Rights attached thereto (the "Rights"), pursuant to the Company's
Registration Statement on Form S-4 being filed with the Securities and
Exchange Commission (the "Registration Statement"). The Shares and the Rights
are to be issued in connection with the merger of Trojan Merger Corp.
("Merger Subsidiary"), a wholly-owned subsidiary of the Company, with and
into PercuSurge, Inc. ("PercuSurge"), pursuant to the Agreement and Plan of
Merger dated as of October 19, 2000 by and among the Company, Merger
Subsidiary, and PercuSurge (the "Merger Agreement").
In connection with rendering this opinion, we have examined
and relied upon originals or copies, certified or otherwise identified to our
satisfaction, of such corporate records, agreements and other instruments,
certificates of officers, certificates of public officials and other
documents as we have deemed necessary or appropriate as a basis for the
opinions expressed herein.
In connection with our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents tendered to
us as originals, the legal capacity of all natural persons and the conformity
to original documents of all documents submitted to us as certified or
photostatic copies.
Based on, and subject to, the foregoing, it is our opinion
that:
1. The Company has the corporate authority to issue the
Shares and the Rights in the manner and under the terms set forth in the
Registration Statement.
2. The Shares have been duly authorized and, when issued
and delivered to holders of PercuSurge common stock in accordance with the
Merger Agreement, will be validly issued, fully paid and nonassessable.
3. The Rights have been duly authorized and, when issued
and delivered in accordance with the Shareholder Rights Plan referred to in
the Registration Statement, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit
5 to the Registration Statement, to its use as a part of the Registration
Statement and to the use of our name under the caption "Legal Matters" in the
Proxy Statement/Prospectus constituting a part of the Registration Statement.
Very truly yours,
FREDRIKSON & BYRON, P.A.
