EX-5.1 2 a16-12754_3ex5d1.htm EX-5.1

Exhibit 5.1

 

Faegre Baker Daniels LLP

2200 Wells Fargo Center

90 South Seventh Street

Minneapolis, Minnesota 55402

Telephone (612) 766-7000

Facsimile (612) 766-1600

 

June 7, 2016

 

Board of Directors

MTS Systems Corporation

14000 Technology Drive

Eden Prairie, Minnesota 55344

 

Ladies and Gentlemen:

 

In connection with the Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the “Registration Statement”), relating to an offering of up to 1,500,000 additional shares of Common Stock, par value $.25 per share (the “Shares”), of MTS Systems Corporation, a Minnesota corporation (the “Company”), to be issued by the Company pursuant to the MTS Systems Corporation 2011 Stock Incentive Plan, as amended (effective January 31, 2016), 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 and validly issued, fully paid and nonassessable under the current laws of the State of Minnesota.

 

We are admitted to the practice of law in the State of Minnesota and the foregoing opinions are limited to the laws of that state 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,

 

 

 

FAEGRE BAKER DANIELS LLP

 

 

 

 

 

 

By:

/s/ W. Morgan Burns

 

 

W. Morgan Burns

 

 

Partner