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Exhibit 5
FAEGRE & BENSON LLP
2200 WELLS FARGO CENTER
90 SOUTH SEVENTH STREET
MINNEAPOLIS, MINNESOTA 55402-3901
612/336-3000
FACSIMILE 612/336-3026
November 9, 2000
GalaGen Inc.
301 Carlson Parkway, Suite 301
Arden Hills, Minnesota 55126
Ladies and Gentlemen:
In connection with the proposed registration under the
Securities Act of 1933, as amended, of 1,925,000 shares of Common Stock, par
value $.01 per share, of GalaGen Inc., a Delaware corporation (the "Company"),
proposed to be sold by certain Selling Stockholders of the Company, we have
examined such corporate records and other documents, including the Registration
Statement on Form S-3, dated the date hereof, relating to such shares (the
"Registration Statement"), and have reviewed such matters of law as we have
deemed necessary for this opinion, and we advise you that in our opinion the
shares of Common Stock proposed to be sold by the Selling Stockholders named in
the Registration Statement, when sold as contemplated in the Registration
Statement, will be legally and validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm wherever appearing
therein.
Very truly yours,
/s/ Faegre & Benson LLP
FAEGRE & BENSON LLP
