EXHIBIT 5


                            FREDRIKSON & BYRON, P.A.
                             900 Second Avenue South
                          Minneapolis, Minnesota 55402
                                 (612) 347-7000


                                 August 28, 2001


Medtronic, Inc.
710 Medtronic Parkway
Minneapolis, Minnesota  55432

Ladies/Gentlemen:

         In connection with the Registration Statement on Form S-8 under the
Securities Act of 1933, as amended (the "Registration Statement"), relating to
the offering of up to 2,683,845 shares of Common Stock, $.10 par value (the
"Shares"), of Medtronic, Inc., a Minnesota corporation (the "Company"), pursuant
to outstanding stock options assumed by the Company in connection with its
acquisition of MiniMed Inc., we have examined such corporate records and other
documents, including the Registration Statement, and have reviewed such matters
of law as we have deemed relevant hereto and, based upon such examination and
review, it is our 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.

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

                                                        Very truly yours,

                                                        FREDRIKSON & BYRON, P.A.


                                                        By: /s/ John F. Wurm
                                                            --------------------
                                                            John F. Wurm