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                                                                       EXHIBIT 5

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

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



                                 August 15, 2001


Health Fitness Corporation
3500 West 80th Street
Bloomington, Minnesota  55431

         Re:  Registration Statement on Form S-8

Ladies/Gentlemen:

         We are acting as corporate counsel to Health Fitness 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 50,000 shares (the "Shares") of Common Stock issuable
pursuant to the Company's 1995 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 of the Plan and the increase in the number of shares
                  reserved for issuance thereunder.

         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:



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     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/ John A. Satorius
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                                         John A. Satorius