Exhibit 5
Minnesota Mining and
Manufacturing Company
3M Center
St. Paul, MN 55144
December 15, 2000
Re: Registration Statement on Form S-3 of $1,500,000,000 Debt Securities
I am Assistant General Counsel of Minnesota Mining and Manufacturing
Company, a Delaware corporation (the "Company"), and as such I have acted as
counsel in connection with the filing by the Company with the Securities and
Exchange Commission (the "Commission") of a Registration Statement on Form S-3
(the "Registration Statement") relating to $1,500,000,000 of debt securities of
the Company (the "Securities") to be issued from time to time by the Company
under an indenture between the Company and a trustee (the "Indenture").
In connection with the foregoing, I have examined, or am familiar
with, originals, or copies, certified or otherwise, identified to my
satisfaction, of such documents, corporate records and other instruments as I
have deemed necessary for the purpose of this opinion, including the following:
(a) the form of Registration Statement as filed herewith, including, among
others as exhibits, the form of Distribution Agreement, the form of Underwriting
Agreement, the form of Indenture, the forms of Registered Medium-Term Notes, and
the form of Note; (b) the Certificate of Incorporation of the Company; (c) the
By-laws of the Company; (d) the resolutions of the Board of Directors of the
Company and of the Finance Committee of the Company relating to the issuance of
the Securities and the filing of the Registration Statement.
Based upon the foregoing and subject to (i) proposed additional
actions and proceedings being taken as now contemplated prior to the issuance of
the Securities; and (ii) the effectiveness of the Registration Statement under
the Securities Act of 1933 (the "Act"), I am of the opinion as follows:
1. The Company has been duly incorporated and is validly
existing as a corporation of good standing under the
laws of the State of Delaware; and
2. The Indenture, when duly authorized, executed and
delivered, will be a valid and binding agreement of the
Company in accordance with its terms, and the
Securities, when duly authorized, executed and
authenticated in accordance with the terms of the
Indenture and delivered in accordance with the
provisions of either an underwriting or distribution
agreement, substantially in the forms filed as exhibits
to the Registration Statement, will be validly issued
and will constitute valid and binding obligations of the
Company in accordance with their terms, in each case
subject to bankruptcy, insolvency, reorganization and
other laws of general applicability relating to or
affecting the enforcement of creditors' rights and to
general equity principles;
<PAGE>
This opinion is limited to the Federal laws of the United States and
the laws of the State of New York and, with respect to paragraph 1 above, the
General Corporate Law of the State of Delaware and I am expressing no opinions
as to the effect of the laws of any other jurisdiction. I am familiar with the
proceedings heretofore taken by the Company in connection with the
authorization, registration, issuance and sale of the Securities. I have, with
your consent, relied as to factual matters on certificates or other documents
furnished by the Company or its officers and by governmental authorities and
upon such other documents and data that I have deemed appropriate. I have
assumed the authenticity of all documents submitted to us as copies.
I am aware that I am referred to under the heading "Legal Opinions"
in the prospectus forming a part of the Registration Statement, and I hereby
consent to such use of my name therein and to the use of this opinion for filing
with the Registration Statement as Exhibit 5 thereto. In giving this consent, I
do not hereby admit that I am within the category of persons whose consent is
required under Section 7 of the Act or the Rules and Regulations of the
Commission promulgated thereunder.
Very truly yours,
/s/ Gregg M. Larson
-----------------------------
Gregg M. Larson
Assistant General Counsel
