ANGEION CORP/MN
S-8, EX-5.1, 2001-01-16
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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EXHIBIT 5.1

January 16, 2001

Angeion Corporation
350 Oak Grove Parkway
St. Paul, MN 55127-8599

Re:   Opinion of Counsel as to Legality of 100,000 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 100,000 shares of Common Stock, $.01 par value per share, of Angeion Corporation, (the "Company") offered to employees of the Company or its subsidiaries pursuant to the Angeion Corporation 1997 Employee Stock Purchase 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 100,000 shares of Common Stock to be offered to employees 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.





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