<PAGE>
EXHIBIT 5
September 13, 2000
Patterson Dental Company
1031 Mendota Heights Road
St. Paul, Minnesota 55120
Re: Patterson Dental Company
Registration Statement on Form S-8
Employee Stock Purchase Plan
Ladies and Gentlemen:
In connection with the registration on Form S-8 under the Securities Act of
700,000 additional shares of common stock to be issued under the Patterson
Dental Company Employee Stock Purchase Plan, I have examined such documents and
have reviewed such questions of law as I have considered necessary and
appropriate for the purposes of this opinion and, based thereon, I advise you
that, in my opinion, when such shares have been issued and sold pursuant to the
applicable provisions of the plan and in accordance with the registration
statement, such shares will be validly issued, fully paid and nonassessable
shares of Paterson Dental Company's common stock.
I hereby consent to the filing of this opinion as an exhibit to the above
described registration statement.
Very truly yours,
/s/ Matthew L.Levitt
-----------------------------------
Matthew L. Levitt
Secretary and General Counsel
Patterson Dental Company
