EXHIBIT 5 FREDRIKSON & BYRON, P.A. 900 Second Avenue South, Suite 1100 Minneapolis, Minnesota 55402 Telephone: (612) 347-7000 Facsimile: (612) 347-7077 August 14, 2000 CorVu Corporation 3400 West 66th Street Edina, Minnesota 55435 Re: Registration Statement on Form S-8 Ladies/Gentlemen: We are acting as corporate counsel to CorVu Corporation (the "Company") in connection with the original registration by the Company on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act") of options and an aggregate of 5,514,188 shares (the "Shares") of Common Stock issuable pursuant to the Company's 1993 Stock Incentive Plan, 1996 Stock Option Plan and Nonqualified Stock Option Plan of an acquired company (the "Plans"). In acting as such counsel and for the purpose of rendering this opinion, we have reviewed copies of the following, as presented to us by the Company: 1. The Company's Articles of Incorporation, as amended. 2. The Company's Bylaws, as amended. 3. Certain corporate resolutions adopted by the Board of Directors of the Company pertaining to the adoption of the Plans. 4. The Plans. 5. The Registration Statement. Based on, and subject to, the foregoing and upon representations and information provided by the Company or its officers or directors, it is our opinion as of this date that: 1. The Shares are validly authorized by the Company's Articles of Incorporation, as amended. 2. Upon issuance and delivery of the Shares against receipt by the Company of the consideration for the Shares pursuant to the terms of the Plans, the Shares will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, FREDRIKSON & BYRON, P.A. By /s/ John H. Stout John H. Stout