EXHIBIT 5

                              FAEGRE & BENSON LLP
                              2200 Norwest Center
                            90 South Seventh Street
                          Minneapolis, Minnesota 55402
                                 612-336-3000



                                       January 13, 1999


Board of Directors
Minntech Corporation
14605 - 28th Avenue North
Minneapolis, Minnesota 55447


     In connection with the Registration Statement on Form S-8 under the 
Securities Act of 1933, as amended (the "Registration Statement"), relating 
to the offering of up to 1,000,000 shares of Common Stock, par value $.05 per 
share (the "Shares"), of Minntech Corporation, a Minnesota corporation (the 
"Company"), pursuant to the 1998 Stock Option Plan, we have examined such 
corporate records and other documents, including the Registration Statement, 
and have reviewed such matters of law as we have deemed relevant hereto, and, 
based upon such examination and review, it is our opinion that all necessary 
corporate action on the part of the Company has been taken to authorize the 
issuance and sale of the Shares and that, when issued and sold as 
contemplated in the Registration Statement, the Shares will be legally and 
validly issued, fully paid and nonassessable.

     We consent to the filing of this opinion as an exhibit to the 
Registration Statement.

                                       Very truly yours,



                                       FAEGRE & BENSON LLP