October 31, 1995



Aequitron Medical, Inc.
14800 - 28th Avenue North
Minneapolis, Minnesota 55447

         Re:  Exhibit 5 - Registration Statement on Form S-8

Ladies/Gentlemen:

         We are acting as corporate  counsel to  Aequitron  Medical,  Inc.  (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 500,000  additional  shares (the  "Shares") of Common
Stock issuable pursuant to the Company's 1988 Stock Option Plan (the "Plan").

         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
               and  shareholders  of the Company  pertaining to the adoption and
               approval of the Plan and amendments thereto.

          4.   The Plan and amendments thereto.

          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 Plan,  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/ Thomas R. King
    Thomas R. King
Fredrikson & Byron, P.A.
1100 International Centre
900 Second Avenue South
Minneapolis, MN  55402
Telephone: 612-347-7059
Facsimile: 612-347-7077