EXHIBIT 5.1

                           [WINTHROP WEINSTINE LOGO]

                        ATTORNEYS AND COUNSELORS AT LAW

September 24, 2004                                        Philip T. Colton
                                                          (612) 604-6729
                                                          pcolton@winthrop.com

Navarre Corporation
7400 49th Avenue North
New Hope, Minnesota  55428

Re:      Registration Statement on Form S-8 -
         Navarre Corporation 2004 Stock Plan

Ladies and Gentlemen:

We have acted as counsel to Navarre Corporation, a Minnesota corporation (the
"Company"), in connection with the registration by the Company of 1,000,000
shares (the "Shares") of its common stock, no par value, pursuant to the
Company's Registration Statement on Form S-8 for the Company's 2004 Stock Plan
to be filed with the Securities and Exchange Commission on September 24, 2004
(the "Registration Statement").

In connection therewith, we have examined (a) the Articles of Incorporation and
Bylaws of the Company; (b) the corporate proceedings of the Company relative to
its organization and to the authorization and issuance of the Shares; and (c)
the Registration Statement and the Prospectus. In addition to such examination,
we have reviewed such other proceedings, documents and records and have
ascertained or verified such additional facts as we deem necessary or
appropriate for purposes of this opinion.

Based upon the foregoing, we are of the opinion that:

1.     The Company has been legally incorporated and is validly existing under
       the laws of the State of Minnesota.

2.     All necessary corporate action has been taken by the Company to authorize
       the issuance of the Shares.

3.     The Shares are validly authorized by the Company's Articles of
       Incorporation, as amended, and when issued and paid for as contemplated
       in the Registration Statement and Prospectus, will be validly issued,
       fully paid, and non-assessable.

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

Very truly yours,

WINTHROP & WEINSTINE, P.A.

By -  /s/ Philip T. Colton
      Philip T. Colton