Exhibit 5.1
     
     
     
     
     
                     March 31, 1995
     
     
     
     
     
     Sheldahl, Inc.
     1150 Sheldahl Road
     Northfield, Minnesota  55057
     
     Re:   Opinion of Counsel as to Legality of 600,000 Shares of Common
           Stock to be registered under the Securities Act of 1933
     
     Ladies and Gentlemen:
     
     This opinion is furnished in connection with the registration
     under the Securities Act of 1933 on Form S-8 of 600,000 shares of
     Common Stock, $0.25 par value, of Sheldahl, Inc. (the "Company")
     offered to officers, other key employees and non-employee
     directors pursuant to the Sheldahl, Inc. 1994 Stock 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 600,000 shares of
     Common Stock to be issued by the Company under 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 consent 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.
     
                                       Very truly yours,
                                       LINDQUIST & VENNUM P.L.L.P.

               /s/Lindquist & Vennum P.L.L.P.