EXHIBIT 5
November 9, 2000
Techne Corporation
614 McKinley Place N.E.
Minneapolis, Minnesota 55413
Re: Registration Statement on Form S-8
Ladies/Gentlemen:
In connection with the original registration by Techne Corporation
(the "Company") on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act") of options and an
aggregate of 1,500,000 shares (the "Shares") of Common Stock issuable
pursuant to the Company's 1997 Incentive Stock Option Plan and 1998
Nonqualified Stock Option Plan (the "Plans"), and for the purpose of
rendering this opinion, I have reviewed copies of the following:
1. The Company's Articles of Incorporation, as amended.
2. The Company's Bylaws, as amended.
3. Certain corporate resolutions adopted by the Board of
Directors and shareholders of the Company pertaining to the
adoption and approval of the Plans and the increase in the
number of shares reserved for issuance thereunder.
4. The Plans.
5. The Registration Statement.
Based on, and subject to, the foregoing, it is my opinion as of
this date that:
1. The Shares are validly authorized by the Company's Articles
of Incorporation, as amended.
2. Upon issuance and delivery of the Shares against receipt by
the Company of the consideration for the Shares pursuant to
the terms of the Plans, the Shares will be validly issued,
fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Timothy M. Heaney
Vice President and General Counsel
