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Exhibit 5.1
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[Letterhead of Dorsey & Whitney LLP]
August 14, 2000
Apogee Enterprises, Inc.
7900 Xerxes Avenue South
Suite 1800
Minneapolis, MN 55431
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Apogee Enterprises, Inc., a Minnesota
corporation (the "Company"), in connection with the proposed registration by the
Company pursuant to a Registration Statement on Form S-8 of 500,000 shares of
Common Stock, par value $.33-1/3 per share (the "Shares"), which may be issued
under the Company's 2000 Employee Stock Purchase Plan (the "Plan").
We have examined such documents and have reviewed such questions of law as
we have considered necessary and appropriate for the purposes of the opinions
set forth below.
In rendering our opinions set forth below, we have assumed the authenticity
of all documents submitted to us as originals, the genuineness of all signatures
and the conformity to authentic originals of all documents submitted to us as
copies. As to questions of fact material to our opinions, we have relied upon
certificates and representations of officers of the Company, public officials
and others.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, upon issuance, delivery and payment therefor in accordance
with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
Our opinions expressed above are limited to the laws of the State of
Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the above-
described Registration Statement.
Very truly yours,
/s/ Dorsey & Whitney LLP
RAR
