Exhibit 5


November 13, 2001

Minnesota Mining and
Manufacturing Company
3M Center
St. Paul, MN 55144

Ladies and Gentlemen:

         This will refer to the Registration Statement on Form S-8 (the
"Registration Statement") that is being filed by Minnesota Mining and
Manufacturing Company (the "Company") with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the unsecured obligations of the Company
under the Company's VIP Plus (the "Plan") to pay in the future the value of the
deferred compensation accounts, as defined in the Plan, adjusted to reflect the
performance, whether positive or negative, of the selected measurement
investment options during the deferral period, in accordance with the terms of
the Plan (the "Obligations").

         As Assistant General Counsel of the Company, I am familiar with the
Certificate of Incorporation and the By-Laws of the Company and with its
affairs, including the actions taken by the Company in connection with the Plan.
I also have examined such other documents and instruments and have made such
further investigation as I have deemed necessary or appropriate in connection
with this opinion.

         In my examination, I have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified or photostatic copies and the
authenticity of the originals of such copies. I have also assumed that: (i) all
of the Obligations will be issued for the consideration permitted under the Plan
as currently in effect; and (ii) all actions required to be taken under the Plan
by the Board of Directors of the Company have been or will be taken by the Board
of Directors of the Company, respectively.

         Based upon the foregoing, I am of the opinion that:

         1.       The Company is duly incorporated and validly existing as a
                  corporation under the laws of the State of Delaware.

         2.       All necessary corporate proceedings have been taken to
                  authorize the issuance of the Obligations being registered
                  under the Registration Statement.

         3.       When issued in accordance with the provisions of the Plan, the
                  Obligations will be valid and binding obligations of the
                  Company, enforceable in accordance with their terms, except as
                  enforcement thereof may be limited by bankruptcy, insolvency
                  or




                  other laws of general applicability relating to or affecting
                  enforcement of creditors' rights or by general equity
                  principles.

         This opinion is limited to the Federal laws of the United States and
the laws of the State of Minnesota and, with respect to paragraph 1 above, the
General Corporate Laws of the State of Delaware (including the statutory
provisions and all applicable provisions of the Delaware Constitution and
reported judicial decisions interpreting the General Corporate Laws of the State
of Delaware) and I am expressing no opinions as to the effect of the laws of any
other jurisdiction. No one other than those to whom this letter is addressed are
permitted to rely on or distribute this opinion without my prior written
consent.

         I hereby 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 and any amendment thereto. In giving
this consent, I do not admit that I am within the category of persons whose
consent is required under Section 7 of the Act or the Rules and Regulations of
the Commission issued thereunder.

Very truly yours,

/s/ Gregg M. Larson, Esq.

Gregg M. Larson.
Assistant General Counsel