EXHIBIT 5.1
[LETTERHEAD]
July 24, 2000
CNS, Inc.
P.O. Box 39802
Minneapolis, Minnesota 55439
Re: Opinion of Counsel as to Legality of 700,000 Shares of Common Stock to
be registered under the Securities Act of 1933
Ladies and Gentlemen:
This opinion is furnished in connection with the registration under the
Securities Act of 1933 on Form S-8 of 700,000 shares of Common Stock, $.01 par
value, of CNS, Inc. (the "Company") offered to officers, employees, consultants
and members of the Board of Directors of the Company pursuant to the CNS, Inc.
2000 Stock Option Plan (the "Plan").
As general counsel for the Company, we advise you that it is our
opinion, based on our familiarity with the affairs of the Company and upon our
examination of pertinent documents, that the 700,000 shares of Common Stock to
be offered to officers, employees, consultants and members of the Board of
Directors by the Company under the Plan will, when paid for and issued, be
validly issued and lawfully outstanding, fully paid and nonassessable shares of
Common Stock of the Company.
The undersigned hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an Exhibit to the Registration Statement
with respect to said shares of Common Stock under the Securities Act of 1933.
Very truly yours,
/s/ LINDQUIST & VENNUM P.L.L.P.
