EXHIBIT 5.1
[Letterhead of Dorsey & Whitney LLP
CyberOptics Corporation
5900 Golden Hills Drive
Golden Valley, Minnesota 55416
Re Registration Statement on Form S-8
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-8 filed by
CyberOptics Corporation (the "Company") with the Securities and Exchange
Commission on or about the date hereof, relating to the registration of 375,000
common shares, no par value, which may be issued pursuant to the exercise of
options granted or which may be granted under the Company's 1998 Stock Incentive
Plan, as amended (the "Plan"), please be advised that as counsel to the Company,
upon examination of such corporate documents and records as we have deemed
necessary or advisable for the purposes of this opinion, it is our opinion that:
1. The Company is a validly existing corporation in good standing under
the laws of the State of Minnesota.
2. The 375,000 shares which may be issued by the Company under the Plan
will be, when issued and paid for as described in the Registration Statement,
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Dated: November 30, 2000
Very truly yours,
/s/ Dorsey & Whitney LLP
TOM
