Exhibit 5.1
[Dorsey and Whitney LLP Letterhead]
April 14, 2011
LecTec Corporation
1407 South Kings Highway
Texarkana, Texas 765501
1407 South Kings Highway
Texarkana, Texas 765501
Re: Registration Statement on Form S–8
Ladies and Gentlemen:
We have acted as counsel to LecTec Corporation, a Minnesota corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended, on a registration statement on Form S–8 (the “Registration Statement”) of an aggregate of 450,000 shares of the Company’s common stock, $0.01 par value per share (the “Shares”), issuable under the LecTec Corporation 2010 Stock Incentive Plan (the “Plan”).
We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of this opinion. In rendering our opinion set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons. As to questions of fact material to our opinion, we have relied upon certificates of officers of the Company and of public officials.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance, delivery and payment therefor in accordance with the terms of the Plan, and any relevant agreements thereunder, will be validly issued, fully paid and nonassessable.
Our opinion expressed above is limited to the laws of the State of Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. The foregoing opinion is being furnished to you solely for your benefit and may not be relied upon by, nor may copies be delivered to, any other person without our prior written consent.
Very truly yours,
/s/ Dorsey & Whitney LLP