Sheldahl Inc Watch

from 8-K ~5 pages Amendment No. 1 to Agreement and Plan of Merger

from 8-K ~50 pages Agreement and Plan of Merger

from SC 13D ~10 pages Plan of reorganization, merger, acquisition or similar

from SC 13D ~10 pages Stock Purchase Agreement

from S-8 1 page Exhibit 5.1 February 25, 1998 Sheldahl, Inc. 1150 Sheldahl Road Northfield, Minnesota 55057 Re: Opinion of Counsel as to Legality of 200,000 Shares of Common Stock to Be Registered Under the Securities Act of 1933 Ladies and Gentlemen: This Opinion Is Furnished in Connection With the Registration Under the Securities Act of 1933 on Form S-8 of 200,000 Shares of Common Stock, $0.25 Par Value, of Sheldahl, Inc. (The Company) Offered to Officers, Other Key Employees and Non Employee Directors Pursuant to the Sheldahl, Inc. 1994 Stock Plan (The Plan). We Advise You That It Is Our Opinion, Based on Our Familiarity With the Affairs of the Company and Upon Our Examination of Pertinent Documents, That the 200,000 Shares of Common Stock to Be Issued by the Company Under the Plan, Will, When Paid for and Issued, Be Validly Issued and Lawfully Outstanding, Fully Paid and Nonassessable Shares of Common Stock of the Company. the Undersigned Hereby Consent to the Filing of This Opinion With the Securities and Exchange Commission as an Exhibit to the Registration Statement With Respect to Said Shares of Common Stock Under the Securities Act of 1933. Very Truly Yours, Lindquist & Vennum P.L.L.P. /S/ Lindquist & Vennum P.L.L.P. <page>

from S-8 1 page Exhibit 5.1 November 19, 1997 Sheldahl, Inc. 1150 Sheldahl Road Northfield, Minnesota 55057 Re: Opinion of Counsel as to Legality of 250,000 Shares of Common Stock to Be Registered Under the Securities Act of 1933 Ladies and Gentlemen: This Opinion Is Furnished in Connection With the Registration Under the Securities Act of 1933 on Form S-8 of 250,000 Shares of Common Stock, $0.25 Par Value, of Sheldahl, Inc. (The "Company") Offered Pursuant to the Sheldahl, Inc. Employee Stock Purchase Plan (The "Plan"). We Advise You That It Is Our Opinion, Based on Our Familiarity With the Affairs of the Company and Upon Our Examination of Pertinent Documents, That the 250,000 Shares of Common Stock to Be Issued by the Company Under the Plan, Will, When Paid for and Issued, Be Validly Issued and Lawfully Outstanding, Fully Paid and Nonassessable Shares of Common Stock of the Company. the Undersigned Hereby Consent to the Filing of This Opinion With the Securities and Exchange Commission as an Exhibit to the Registration Statement With Respect to Said Shares of Common Stock Under the Securities Act of 1933. Very Truly Yours, Lindquist & Vennum P.L.L.P. /S/ Lindquist & Vennum P.L.L.P. <page> [/Text]

from S-8 1 page Exhibit 5.1 September 19, 1997 Sheldahl, Inc. 1150 Sheldahl Road Northfield, Minnesota 55057 Re: Opinion of Counsel as to Legality of 400,000 Shares of Common Stock to Be Registered Under the Securities Act of 1933 Ladies and Gentlemen: This Opinion Is Furnished in Connection With the Registration Under the Securities Act of 1933 on Form S-8 of 400,000 Shares of Common Stock, $0.25 Par Value, of Sheldahl, Inc. (The "Company") Offered to Officers, Other Key Employees and Non-Employee Directors Pursuant to the Sheldahl, Inc. 1994 Stock Plan (The "Plan"). We Advise You That It Is Our Opinion, Based on Our Familiarity With the Affairs of the Company and Upon Our Examination of Pertinent Documents, That the 400,000 Shares of Common Stock to Be Issued by the Company Under the Plan, Will, When Paid for and Issued, Be Validly Issued and Lawfully Outstanding, Fully Paid and Nonassessable Shares of Common Stock of the Company. the Undersigned Hereby Consent to the Filing of This Opinion With the Securities and Exchange Commission as an Exhibit to the Registration Statement With Respect to Said Shares of Common Stock Under the Securities Act of 1933. Very Truly Yours, Lindquist & Vennum P.L.L.P. /S/ Lindquist & Vennum P.L.L.P. <page> [/Text]

from S-3 1 page Exhibit 5.1 September 23, 1997 Sheldahl,inc. 1150 Sheldahl Road Northfield, Mn 55057 Re:registration Statement on Form S-3 Ladies and Gentlemen: In Connection With the Registration Statement on Form S-3 Filed by Sheldahl, Inc. (The "Company") With the Securities and Exchange Commission, Relating to a Public Offering of Up to 1,250,000 Shares of Common Stock, $.25 Par Value ("Common Stock"), to Be Offered and Sold by Certain Selling Shareholders (As Defined Therein), Please Be Advised That as Counsel to the Company, Upon Examination of Such Corporate Documents and Records as We Have Deemed Necessary or Advisable for the Purposes of This Opinion, It Is Our Opinion That: 1. the Company Is a Validly Existing Corporation in Good Standing Under the Laws of the State of Minnesota. 2. the Shares of Common Stock Being Offered by the Selling Shareholders Are Duly Authorized And, When Issued to the Selling Shareholders and Paid for as Contemplated by the Purchase Agreement and the Warrants, as Applicable, Included in the Registration Statement as Exhibits 4.3 and 4.5, Respectively, Will Be Validly Issued, Fully Paid and Nonassessable. We Hereby Consent to the Filing of This Opinion as an Exhibit to the Registration Statement, and to the Reference to Our Firm Under the Heading "Legal Matters" in the Prospectus Comprising a Part of the Registration Statement. Very Truly Yours, /S/ Lindquist & Vennum Pllp Lindquist & Vennum P.L.L.P. <page> [/Text]

from 10-K 1 page [Article] 5 [Legend] This Schedule Contains Summary Financial Information Extracted From the August 30, 1996 Financial Statements and Is Qualified in Its Entirety by Reference to Such Financial Statements. [Legend] <table> <s> <c> <c> [Period-Type] Year Year [Fiscal-Year-End] Aug-30-1996 Sep-01-1995 [Period-End] Aug-30-1996 Sep-01-1995 [Cash] 904 1045 [Securities] 0 0 [Receivables] 21335 17904 [Allowances] 244 267 [Inventory] 11525 12509 [Current-Assets] 35570 32772 [PP&E] 127122 101326 [Depreciation] 47630 41471 [Total-Assets] 115887 94186 [Current-Liabilities] 13519 16440 [Bonds] 0 0 [Preferred-Mandatory] 0 0 [Preferred] 0 0 [Common] 2228 1708 [Other-Se] 73109 39244 [Total-Liability-And-Equity] 115887 94186 [Sales] 114120 95216 [Total-Revenues] 114120 95216 [Cgs] 89171 74752 [Total-Costs] 17138 15255 [Other-Expenses] 0 0 [Loss-Provision] 0 0 [Interest-Expense] 539 875 [Income-Pretax] 7272 4334 [Income-Tax] 2500 1200 [Income-Continuing] 4772 3134 [Discontinued] 0 0 [Extraordinary] 0 0 [Changes] 0 0 [Net-Income] 4772 3134 [EPS-Primary] .55 .45 [EPS-Diluted] .55 .45 </Table>