Exhibit 5
Minnesota Mining and
Manufacturing Company
3M Center
St. Paul, MN 55144
October 30, 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;
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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
