EXHIBIT 5

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

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



                                  May 22, 1997



Winland Electronics, Inc.
1950 Excel Drive
Mankato, MN  56001

         Re:  Registration Statement on Form S-8

Ladies/Gentlemen:

         We are acting as corporate  counsel to Winland  Electronics,  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  300,000  shares  (the  "Shares")  of Common  Stock
issuable pursuant to the Company's 1997 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.

         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.


/s/ Robert K. Ranum
By Robert K. Ranum