Exhibit 5
August 28, 2000
Minnesota Mining and
Manufacturing Company
3M Center
St. Paul, MN 55144
Re: Registration Statement on Form S-8 - 400,000 shares of
Common Stock of Minnesota Mining and Manufacturing Company
Offered pursuant to the 1992 Director Stock Ownership
Program
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 400,000 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 1992 Directors 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,
/s/ Gregg M. Larson
Gregg M. Larson
Assistant General Counsel
