EXHIBIT 5.1

                                 Stoel Rives LLP
                                    Attorneys

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

                                January 10, 2003

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 5,500,000
Common Shares, without par value, of the Company issuable under the Company's
2002 Stock Incentive Plan (the "Incentive Shares") and 60,000 Common Shares
issuable under the Company's 2001 Stock Option Plan (the "Option Shares"). 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 Incentive Shares and Option Shares have been duly authorized; and

      3. The Incentive Shares and Option Shares, when issued in accordance with
the Company's 2002 Stock Incentive Plan and 2001 Stock Option Plan,
respectively, and resolutions adopted by the board of directors of the Company,
and when payment therefor shall have been received by the Company, will be
legally issued, fully paid and nonassessable.

      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,


                                        /s/ STOEL RIVES LLP
                                        STOEL RIVES LLP