EXHIBIT 5
FREDRIKSON & BYRON, P.A.
900 Second Avenue South
Minneapolis, Minnesota 55402
(612) 347-7000
December 27, 2000
Medtronic, Inc.
7000 Central Avenue N.E.
Minneapolis, Minnesota 55432
Ladies/Gentlemen:
In connection with the Registration Statement on Form S-8 under the Securities
Act of 1933, as amended (the "Registration Statement"), relating to the offering
of up to 446,533 shares of Common Stock, $.10 par value (the "Shares"), of
Medtronic, Inc., a Minnesota corporation (the "Company"), pursuant to
outstanding stock options assumed by the Company in connection with its
acquisition of PercuSurge, Inc., we have examined such corporate records and
other documents, including the Registration Statement, and have reviewed such
matters of law as we have deemed relevant hereto and, based upon such
examination and review, it is our opinion that all necessary corporate action on
the part of the Company has been taken to authorize the issuance and sale of the
Shares and that, when issued and sold as contemplated in the Registration
Statement, the Shares will be legally issued, fully paid and nonassessable under
the current laws of the State of Minnesota.
The foregoing opinions are limited to the laws of the State of Minnesota and the
federal laws of the United States of America.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
FREDRIKSON & BYRON, P.A.
By: /s/ John F. Wurm
John F. Wurm
