OPINION
Published on February 13, 1998
Exhibit 5.1
[DORSEY & WHITNEY LETTERHEAD]
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, and the resale by recipients, from time to
time of up to 557,287 shares of Common Stock, $.01 par value, of the Company
(the "Shares"), initially issuable as stock grants or upon the exercise of stock
options granted pursuant to the Company's 1989 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 the 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. As to questions of fact material to our opinions, 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, will be validly issued, fully paid and
nonassessable.
Our opinion expressed above is 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.
Dated: February 13, 1998
Very truly yours,
/s/ DORSEY & WHITNEY LLP
TSH