EXHIBIT 5

                            FREDRIKSON & BYRON, P.A.
                       900 Second Avenue South, Suite 1100
                          Minneapolis, Minnesota 55402

                            Telephone: (612) 347-7000
                               Fax: (612) 347-7077

                                  July 23, 1996


Electro-Sensors, Inc.
6111 Blue Circle Drive
Minnetonka, Minnesota  55343-9108

         Re:  Registration Statement on Form S-8

Ladies/Gentlemen:

     We are acting as corporate counsel to Electro-Sensors, 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 100,000  shares (the  "Shares") of Common  Stock  issuable
pursuant to the Company's 1996 Employee Stock Purchase 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.

          4.   The Plan.

          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/ David C. Grorud
                                      David C. Grorud