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Exhibit 5.1

 

[Dorsey & Whitney LLP Letterhead]

May 1, 2020

 

 

H.B. Fuller Company
1200 Willow Lake Boulevard
St. Paul, Minnesota 55110-5101

 

 Re:    Registration Statement on Form S-8

 

 Ladies and Gentlemen:

 

We have acted as counsel to H.B. Fuller Company, a Minnesota corporation (the “Company”), in connection with a Registration Statement on Form S-8 (the “Registration Statement”) relating to the registration of the offer and sale by the Company of (a) up to 1,600,000 shares of common stock, $1.00 par value per share, of the Company (the “Common Stock”), pursuant to awards granted under the H.B. Fuller Company 2020 Master Incentive Plan (the “Plan”), and (b) up to an additional 963,404 shares of Common Stock subject to awards outstanding under prior stock incentive plans of the Company that may be forfeited or cancelled and reissued in connection with new awards made pursuant to the Plan (such shares referred to in both of clauses (a) and (b), the “Shares”).

 

We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of the opinions set forth below. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons. As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of public officials.

 

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance, delivery and payment therefor in accordance with the terms of the Plan and any relevant award agreements issued thereunder, will be validly issued, fully paid and nonassessable.

 

Our opinions expressed above are limited to the laws of the State of Minnesota.

 

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

 

Very truly yours,

 

/s/ Dorsey & Whitney LLP

 

 JLS/CCH