EXHIBIT 5




August 6, 2001


Medtronic, Inc.
710 Medtronic Parkway
Minneapolis, Minnesota 55432

Ladies/Gentlemen:

         I have acted as counsel to Medtronic, Inc., a Minnesota corporation
(the "Company"), and have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by the Company with the Securities and
Exchange Commission on or about August 6, 2001 in connection with the
registration under the Securities Act of 1933, as amended, of 50,000,000
additional shares of the Company's common stock, par value $0.10 per share (the
"Shares"), reserved for issuance under the Company's 1994 Stock Award Plan.

         I have examined such corporate records and other documents and have
reviewed such matters of law as I have deemed relevant hereto and, based upon
such examination and review, it is my opinion that all necessary corporate
action on the part of the Company has been taken to authorize the issuance and
sale of the Shares and that, when issued and sold as contemplated in the
Registration Statement, the Shares will be legally issued, fully paid and
nonassessable under the current laws of the State of Minnesota.

         The foregoing opinions are limited to the laws of the state of
Minnesota and the federal laws of the United States of America.

         I consent to the filing of this opinion as an exhibit to the
Registration Statement.


Very truly yours,


/s/ Carol E. Malkinson


Carol E. Malkinson
Senior Legal Counsel
and Assistant Secretary