EXHIBIT 5.1
ROBINS, KAPLAN, MILLER & CIRESI L.L.P.
2800 LaSalle Plaza
800 LaSalle Avenue
Minneapolis, MN 55402-2015
July 28, 2006
MTS Systems Corporation
14000 Technology Drive
Eden Prairie, MN 55344
| | Re: | | Registration Statement on Form S-8
MTS Systems Corporation 2006 Stock Incentive Plan
Registration of 2,500,000 shares of Common Stock |
Ladies and Gentlemen:
This opinion is furnished in connection with the registration under the Securities Act of 1933 on Form S-8 of 2,500,000 shares of Common Stock, $.25 par value, of MTS Systems Corporation (the “Company”) offered pursuant to the MTS Systems Corporation 2006 Stock Incentive Plan (the “Plan”).
We advise you that it is our opinion, based on our familiarity with the affairs of the Company and upon our examination of pertinent documents, that the 2,500,000 shares of Common Stock to be issued by the Company pursuant to the Plan will, when paid for and issued, be validly issued and lawfully outstanding, fully paid and nonassessable shares of Common Stock of the Company.
The undersigned hereby consents to the filing of this opinion with the Securities and Exchange Commission as an Exhibit to the Registration Statement with respect to said shares of Common Stock under the Securities Act of 1933.
| | Sincerely,
/s/ ROBINS, KAPLAN, MILLER & CIRESI L.L.P. |
