EXHIBIT 5.1

                            FREDRIKSON & BYRON, P.A.
                            1100 International Centre
                             900 Second Avenue South
                          Minneapolis, Minnesota 55402
                            Telephone: (612) 347-7000
                            Facsimile: (612) 347-7077

                                  June 13, 2002



Quantech Ltd.
815 Northwest Parkway, #100
Eagan, Minnesota  55121

         RE:      Registration Statement on Form SB-2 - Exhibit 5.1

Gentlemen/Ladies:

         We have acted as counsel for Quantech Ltd. (the "Company") in
connection with the Company's filing of a Registration Statement on Form SB-2
(the "Registration Statement") relating to the registration under the Securities
Act of 1933 (the "Act") of an offering of 28,899,290 shares of Common Stock of
the Company by persons who are currently holders of Common Stock of the Company
(the "Shares") or who may become such holders upon conversion of outstanding
notes (the "Notes") or exercise of outstanding warrants (the "Warrants").

         In connection with rendering this opinion, we have reviewed the
following:

         1.       The Company's Articles of Incorporation;

         2.       The Company's Bylaws; and

         3.       Certain corporate resolutions, including resolutions of the
                  Company's Board of Directors pertaining to the issuance by the
                  Company of the Notes, the Warrants and the Shares.

         Based upon the foregoing and upon representations and information
provided by the Company, we hereby advise you that in our opinion:

         1.       The Company's Articles of Incorporation validly authorize the
                  issuance of the Shares registered pursuant to the Registration
                  Statement.




         2.       The Shares to be sold by the selling shareholders named in the
                  Registration Statement are validly issued, fully paid and
                  nonassessable.

         3.       Upon exercise of the Warrants in accordance with the terms and
                  conditions of the Warrants, the shares received and to be sold
                  by the selling shareholders named in the Registration
                  Statement will be validly issued, fully paid and
                  nonassessable.

         4.       Upon conversion of the Notes in accordance with the terms and
                  conditions of the Notes, the shares received and to be sold by
                  the selling shareholders named in the Registration Statement
                  will be validly issued, fully paid and nonassessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" included in the Registration Statement and the related Prospectus.

                                     Very truly yours,

                                     FREDRIKSON & BYRON, P.A.


                                     By       /s/ Melodie R. Rose
                                         ---------------------------------------
                                             Melodie R. Rose, Vice President