Exhibit 5
August 29, 2000
Minnesota Mining and
Manufacturing Company
3M Center
St. Paul, MN 55144
Re: Registration Statement on Form S-8 - 15,000,000 shares of Common
Stock of Minnesota Mining and Manufacturing Company Offered pursuant to
the 1997 Management Stock Ownership Program
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Ladies and Gentlemen:
I am Assistant General Counsel of Minnesota Mining and Manufacturing
Company, a Delaware corporation ("3M"). In that capacity, I have
examined the Registration Statement on Form S-8 to be filed by you with
the Securities and Exchange Commission on or about the date hereof (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 15,000,000 additional shares of common
stock, par value $0.01 per share (the "Shares") of Minnesota Mining and
Manufacturing Company ("3M") that are to be issued from time to time
pursuant to the 1997 Management Stock Ownership Program. I am familiar
with 3M's certificate of incorporation and its Bylaws, as amended. I
have also examined such other documents, corporate records and
instruments, as I have deemed necessary or appropriate for the purposes
of this opinion.
Based on the foregoing, I am of the opinion that the shares of common
stock, when issued, will be duly authorized, validly issued, fully paid
and non-assessable
I consent to the filing of this opinion as an exhibit to the
Registration Statement
Very truly yours,
Gregg M. Larson
Assistant General Counsel
