EXHIBIT 5.1 OPINION RE: LEGALITY
Published on September 4, 2001
EXHIBIT 5.1
[Letterhead of Dorsey & Whitney LLP]
LecTec Corporation
10701 Red Circle Drive
Minnetonka, Minnesota 55343
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to LecTec Corporation, a Minnesota corporation
(the "Company"), in connection with a registration statement on Form S-8
relating to the sale by the Company from time to time of up to 750,000 shares
(the "Shares") of common stock, par value $.01 per share, of the Company
("Common Stock") issuable under the LecTec Corporation 2001 Stock Option Plan
(the "Plan").
We have examined such documents and have reviewed such questions of law
as we have considered necessary and appropriate for the purposes of our opinion
set forth below. In rendering our opinion set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinion, we have relied
upon certificates of officers of the Company and of public officials.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, upon issuance, delivery and payment therefor in accordance
with the terms of the Plan, and any relevant agreements thereunder, will be
validly issued, fully paid and nonassessable.
Our opinions expressed above are limited to the laws of the State of
Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
registration statement on Form S-8 of the Company relating to the Plan.
Dated: September 4, 2001 Very truly yours,
/s/ Dorsey & Whitney LLP
TSH