Exhibit 5 [Dorsey & Whitney LLP Letterhead] Medi-Ject Corporation 1840 Berkshire Lane Minneapolis, MN 55441 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to Medi-Ject Corporation, a Minnesota corporation (the "Company"), in connection with a Registration Statement on Form S-8 relating to the sale by the Company from time to time of up to 495,050 and 500,000 shares of Common Stock, $.01 par value, of the Company (the "Shares"), initially issuable upon the exercise of stock options granted pursuant to the Company's 1993 Stock Option Plan and its 1996 Stock Option Plan, respectively (collectively, the "Plans"). We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of the opinion set forth below. In rendering our opinion set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of public officials. Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance, delivery and payment therefor in accordance with the terms of the Plans under which such Shares are issued, will be validly issued, fully paid and nonassessable. Our opinion expressed above is limited to the laws of the State of Minnesota. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Dated: January 24, 1997 Very truly yours, /s/ DORSEY & WHITNEY LLP AEL