Exhibit 5(b)
| | | | |
![LOGO](https://capedge.com/proxy/S-3ASR/0001193125-21-126944/g159634dsp171.jpg)
| | | | Amy L. Schneider Vice President, Corporate Secretary |
| | | 414 Nicollet Mall, 401-8 Minneapolis, Minnesota 55401 |
April 22, 2021
Northern States Power Company
414 Nicollet Mall
Minneapolis, Minnesota 55401
Ladies and Gentlemen:
I am Vice President, Corporate Secretary of Northern States Power Company, a Minnesota corporation (the “Company”), and, as such, I and the attorneys that I supervise have acted as counsel for the Company in the preparation of the Registration Statement on Form S-3 (the “Registration Statement”) to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the proposed issuance and sale from time to time of an unspecified amount of the Company’s first mortgage bonds (the “First Mortgage Bonds”) and senior unsecured debt securities (the “Debt Securities”) (collectively, the “Securities”). The Securities may be offered in separate series, in amounts, at prices and on terms to be set forth in the prospectus and one or more supplements to the prospectus (collectively, the “Prospectus”) constituting a part of the Registration Statement and in the Registration Statement.
As part of the corporate action taken and to be taken in connection with the issuance of the Securities (the “Corporate Proceedings”), certain terms of the Securities to be issued by the Company from time to time will be approved by the Board of Directors of the Company or a committee thereof or certain authorized officers of the Company.
I, or attorneys that I supervise, have examined or are otherwise familiar with the Articles of Incorporation of the Company, the Amended and Restated Bylaws of the Company, the Registration Statement, such Corporate Proceedings as have occurred as of the date hereof and such other documents, records and instruments as necessary or appropriate for the purposes of this opinion letter.
Based on the foregoing and the assumptions that follow, I am of the opinion that when and if (a) a supplemental indenture relating to the Securities is duly authorized, executed and delivered, (b) all required Corporate Proceedings with respect to the issuance and the terms of such Securities have been completed and (c) the Securities are duly authorized, executed, authenticated and delivered, and the consideration for the Securities has been received by the Company, all in the manner contemplated by the Prospectus and the Registration Statement, the Securities will be valid and binding obligations of the Company enforceable in accordance with their terms.