EXHIBIT 5.1

                                 Stoel Rives LLP
                                    Attorneys

                            Standard Insurance Center
                         900 SW Fifth Avenue, Suite 2600
                           Portland, Oregon 97204-1268

                                August 4, 2006

Board of Directors
Tektronix, Inc.
14200 SW Karl Braun Drive
Beaverton, Oregon 97077

      We have acted as counsel for Tektronix, Inc. (the "Company") in connection
with the filing of a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, covering (i)
$9,000,000 of general unsecured obligations of the Company to pay deferred
compensation in the future in accordance with the terms and conditions of the
Company's Deferred Compensation Plan (the "Deferred Compensation Plan") and
Stock Deferral Plan (the "Stock Deferral Plan") (together, the "Plans"), and
(ii) 37,000 Common Shares, without par value, of the Company which may be issued
by the Company or purchased in the open market and delivered from time to time
under the Stock Deferral Plan. The general unsecured obligations of the Company
covered by the Registration Statement and described above are referred to herein
as the "Obligations." We have reviewed the corporate actions of the Company in
connection with this matter and have examined those documents, corporate
records, and other instruments we deemed necessary for the purposes of this
opinion.

      Based on the foregoing, it is our opinion that:

      1. The Company is a corporation duly organized and validly existing under
the laws of the state of Oregon;

      2. The Obligations have been duly authorized by all requisite action on
the part of the Company and, when issued in accordance with the terms and
conditions of the applicable Plan, will be legally issued and the binding
obligations of the Company, enforceable against the Company in accordance with
their terms, except as enforcement thereof may be limited by bankruptcy,
insolvency or other laws of general applicability relating to or affecting
enforcement of creditors' rights or by general principles of equity; and

      3. The Plans are intended to qualify as unfunded plans maintained by the
Company primarily for the purpose of providing deferred compensation for
directors and for a select group of management or highly compensated employees
of the Company. Assuming such qualification, each Plan is exempt from the
participation and vesting, funding, reporting and most fiduciary responsibility
requirements of the Employee Retirement Income Security Act of 1974, as amended.

      This opinion is not rendered with respect to any laws other than the laws
of the state of Oregon and the federal laws of the United States of America.

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

                                                       Very truly yours,

                                                       STOEL RIVES LLP