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Exhibit 5.1
January 12, 2001
Urologix, Inc.
14405 21st Avenue North
Minneapolis, MN 55447
Re: Opinion of Counsel as to Legality of Shares of Common Stock to be
Registered Under the Securities Act of 1993
Ladies and Gentlemen:
This opinion is furnished in connection with the registration under the
Securities Act of 1933 on Form S-8 of 500,000 shares of Common Stock, $.01
par value, of Urologix, Inc. (the "Company") offered to officers,
directors, employees and consultants of the Company pursuant to the Amended
and Restated Urologix, Inc. 1991 Stock Option Plan (the "Plan").
As 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 500,000 shares of Common Stock to be offered
to officers, directors, employees and consultants 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.
/s/ Lindquist & Vennum
