Exhibit 5.1
August 15, 2002
3M Company
3M Center
St. Paul, MN 55144
Re: Registration Statement on Form S-3
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Ladies and Gentlemen:
I have examined the Registration Statement on Form S-3 to be filed by you with
the Securities and Exchange Commission on or about the date hereof (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 277,800 shares of common stock, par value
$0.01 per share (the "Shares") of 3M Company ("3M"). All of the Shares are
issued and outstanding and may be offered for sale for the benefit of the
selling stockholders named in the Registration Statement. I understand that the
Shares are to be sold from time to time at prevailing prices or as otherwise
described in the Registration Statement.
I have also examined the proceedings taken by you in connection with the
issuance of the Shares.
It is my opinion that the Shares are validly issued, fully paid and
non-assessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement and further consent to the use of my name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
/s/ Gregg M. Larson
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Gregg M. Larson
Assistant General Counsel
August 15, 2002
3M Company
3M Center
St. Paul, MN 55144
Re: Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-3 to be filed by you with
the Securities and Exchange Commission on or about the date hereof (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 277,800 shares of common stock, par value
$0.01 per share (the "Shares") of 3M Company ("3M"). All of the Shares are
issued and outstanding and may be offered for sale for the benefit of the
selling stockholders named in the Registration Statement. I understand that the
Shares are to be sold from time to time at prevailing prices or as otherwise
described in the Registration Statement.
I have also examined the proceedings taken by you in connection with the
issuance of the Shares.
It is my opinion that the Shares are validly issued, fully paid and
non-assessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement and further consent to the use of my name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
/s/ Gregg M. Larson
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Gregg M. Larson
Assistant General Counsel