EXHIBIT 5

                            FREDRIKSON & BYRON, P.A.
                       900 Second Avenue South, Suite 1100
                          Minneapolis, Minnesota 55402

                            Telephone: (612) 347-7000
                            Facsimile: (612) 347-7077

                                 October 6, 1997

Techne Corporation
614 McKinley Place N.E.
Minneapolis, Minnesota  55413

         Re:  Registration Statement on Form S-8

Ladies/Gentlemen:

     We are acting as corporate counsel to Techne Corporation (the "Company") in
connection  with  the  original  registration  by the  Company  on Form S-8 (the
"Registration  Statement")  under the  Securities  Act of 1933,  as amended (the
"Act") of options and 300,000  shares (the  "Shares") of Common  Stock  issuable
pursuant to the Company's 1997 Incentive Stock Option Plan (the "Plan").

     In acting as such counsel and for the purpose of rendering this opinion, we
have reviewed copies of the following, as presented to us by the Company:

         1.       The Company's Articles of Incorporation, as amended.

         2.       The Company's Bylaws, as amended.

         3.       Certain  corporate  resolutions  adopted by the Board of 
                  Directors of the Company  pertaining  to the adoption of the 
                  Plan.

         4.       The Plan.

         5.       The Registration Statement.

     Based on,  and  subject  to, the  foregoing  and upon  representations  and
information  provided by the Company or its  officers  or  directors,  it is our
opinion as of this date that:

         1.       The Shares are validly authorized by the Company's Articles 
                  of Incorporation, as amended.

         2.       Upon  issuance and delivery of the Shares  against  receipt by
                  the Company of the  consideration  for the Shares  pursuant to
                  the terms of the Plan,  the  Shares  will be  validly  issued,
                  fully paid and nonassessable.

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

                                               Very truly yours,

                                               FREDRIKSON & BYRON, P.A.



                                               By  /s/ Timothy M. Heaney
                                                   Timothy M. Heaney