Exhibit 5.1


	February 25, 1998

Sheldahl, Inc.
1150 Sheldahl Road
Northfield, Minnesota  55057

Re:	Opinion of Counsel as to Legality of 200,000 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 200,000 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 200,000 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.