June 20, 1996



Board of Directors
Sheldahl, Inc.
1150 Sheldahl Road
Northfield, Minnesota 55057


Gentlemen:

     Reference is made to the Rights Agreement dated as of June 16, 1996
between Sheldahl, Inc. (the "Company") and Norwest Bank Minneapolis, 
N.A. as Rights Agent (the "Rights Agreement") and the rights issuable
thereunder (the "Rights").  As counsel to the Company, we have examined 
such corporate documents, records and matters of law, including an 
analysis of the Minnesota Business Corporation Act and the opinion of 
the United States District Court for the District of Minnesota in Gelco
Corporation v. Coniston Partners, and have satisfied ourselves as to 
such matters of fact, as we have deemed necessary or advisable for the 
purposes of this opinion. 

     Based upon the foregoing, we are of the opinion that:

     (1)  The Company is duly organized and validly existing under the
          laws of the State of Minnesota.

     (2)  The Board of Directors of the Company has the legal authority
          to adopt and implement the Rights Agreement and the Rights.

     (3)  The Rights Agreement and the Rights have been duly and validly
          authorized by all necessary corporate action.

     (4)  In considering and adopting the Rights Agreement, the Board of
          Directors acted in accordance with its fiduciary duties to the
          Company and its shareholders as such fiduciary duties are
          interpreted on the date hereof.

     (5)  The Rights will, upon issuance, be validly issued and will
          constitute legal and valid securities under Minnesota law.

     (6)  The issuance of the Rights as a dividend to the holders of
          common stock of the Company does not constitute an "offer"
          or "sale" within the meaning of the Securities Act of 1933,
          as amended, and therefore registration of such issuance is 
          not required under such Act.


Very truly yours,

/S/ Lindquist & Vennum P.L.L.P.

LINDQUIST & VENNUM P.L.L.P.