Exhibit 5.1
July 27, 2000
Minnesota Mining and
Manufacturing Company
3M Center
St. Paul, MN 55144
Re: Registration Statement on Form S-3
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Ladies and Gentlemen:
I have examined the Registration Statement on Form S-3 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 128,994 shares of common stock, par value
$0.01 per share (the "Shares") of Minnesota Mining and Manufacturing Company
("3M"). All of the Shares are issued and outstanding and may be offered for sale
for the benefit of the selling Stockholders named in the Registration Statement.
I understand that the Shares are to be sold from time to time at prevailing
prices or as otherwise described in the Registration Statement.
I have also examined the proceedings taken by you in connection with the
issuance of the Shares.
It is my opinion that the Shares are 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
