Exhibit 5
Minnesota Mining and
Manufacturing Company
3M Center
St. Paul, MN 55144
September 17, 2001
Re: Minnesota Mining and Manufacturing Company
Medium-Term Notes, Series C
$200,000,000 Fixed Rate Medium-Term Notes Due 2004
I am Assistant General Counsel of Minnesota Mining and Manufacturing
Company, a Delaware corporation (the "Company"), and as such I have acted as
counsel in connection with the issuance and sale by the Company of $200,000,000
Fixed Rate Medium-Term Notes due 2004 (the "Securities") pursuant to the
Distribution Agreement (the "Distribution Agreement"), dated as of May 3, 2001,
among the Company and Goldman, Sachs & Co., J.P. Morgan Securities Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated,
and UBS Warburg LLC, as Agents named therein, offered pursuant to a Pricing
Supplement, dated as of September 10, 2001, to the Prospectus dated January 12,
2001 and Prospectus Supplement dated May 3, 2001. The Securities have been
issued under the Indenture, dated as of November 17, 2000, between the Company
and Citibank, N.A., as Trustee (the "Indenture").
In connection with the foregoing, I have examined, or am familiar with,
originals, or copies, certified or otherwise, identified to my satisfaction, of
such documents, corporate records and other instruments as I have deemed
necessary for the purpose of this opinion.
Based upon the foregoing, I am of the opinion as follows:
1. The Company has been duly incorporated and is validly existing
as a corporation of good standing under the laws of the State
of Delaware; and
2. The Indenture has been duly authorized, executed and delivered
and constitutes a valid and binding agreement of the Company
in accordance with its terms, and the Securities have been
duly authorized, executed and authenticated in accordance with
the terms of the Indenture and delivered in accordance with
the provisions of the Distribution Agreement and have been
validly issued and constitute valid and binding obligations of
the Company in accordance with their terms, in each case
subject to bankruptcy, insolvency, reorganization and other
laws of general applicability relating to or affecting the
enforcement of creditors' rights and to general equity
principles.
This opinion is limited to the Federal laws of the United States and
the laws of the State of New York and, with respect to paragraph 1 above, the
General Corporate Laws of the State of Delaware (including the statutory
provisions and all applicable provisions of the Delaware Constitution and
reported judicial decisions interpreting the General Corporate Laws of the State
of Delaware) and I am expressing no opinions as to the effect of the laws of any
other jurisdiction. I am familiar with the proceedings heretofore taken by the
Company in connection with the authorization, registration, issuance and sale of
the Securities. I have, with your consent, relied as to factual matters on
certificates or other documents furnished by the Company or its officers and by
governmental authorities and upon such other documents and data that I have
deemed appropriate. I have assumed the authenticity of all documents submitted
to us as copies.
I am aware that I am referred to under the heading "Validity of the
Notes" in the Prospectus Supplement relating to the issuance of the Securities,
and I hereby consent to such use of my name therein and to the use of this
opinion for filing with the Securities and Exchange Commission (the
"Commission") on the Form 8-K. In giving this consent, I do not hereby admit
that I am within the category of persons whose consent is required under Section
7 of the Act or the Rules and Regulations of the Commission promulgated
thereunder.
Very truly yours,
/s/ Gregg M. Larson
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Gregg M. Larson
Assistant General Counsel