Exhibit 5.1
August 30, 2000
MEDTOX Scientific, Inc.
1238 Anthony Road
Burlington, NC 27215
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to MEDTOX Scientific, Inc., a Delaware corporation
(the "Company") in connection with a Registration Statement on Form S-3 (the
"Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, relating to the sale of up to
1,319,382 shares of common stock of the Company, par value $.15 per share
("Common Stock"), of which all such shares will be sold from time to time by the
Selling Shareholders named in the Registration Statement, on the American Stock
Exchange or otherwise, directly or through underwriters, brokers or dealers.
We have examined such documents and have reviewed such questions of law as
we have considered necessary and appropriate for the purposes of our 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. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials.
Based on the foregoing, we are of the opinion that the shares of Common
Stock which have been issued to the Selling Shareholders have been duly
authorized by all requisite corporate action and are validly issued, fully paid
and nonassessable and the shares of Common Stock which have not yet been issued
to the Selling Shareholders have been duly authorized by all requisite corporate
action and, upon issuance, will be validly issued, fully paid and nonassessable.
Our opinions expressed above are limited to the general corporation laws of
the State of Delaware.
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MEDTOX Scientific, Inc.
August 30, 2000
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the heading "Legal
Matters" in the Prospectus constituting part of the Registration Statement.
Very truly yours,
FREDRIKSON & BYRON, P.A.
By /s/ Robert R. Ribeiro
Robert R. Ribeiro
