Exhibit 5(b)
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![LOGO](https://capedge.com/proxy/S-3ASR/0001193125-24-100820/g788681g86e50.jpg) | | Amy L. Schneider Vice President, Corporate Secretary 414 Nicollet Mall, 401-8 Minneapolis, Minnesota 55401 |
April 18, 2024
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.
The First Mortgage Bonds are to be issued under the Supplemental and Restated Trust Indenture dated May 1, 1988 (as supplemented from time to time, the “Trust Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee. The Debt Securities are to be issued under one or more indentures, a form of which has been filed as an exhibit to the Registration Statement (as supplemented from time to time, the “Senior Indenture” and together with the Trust Indenture, the “Indentures”), to be entered into between the Company and a trustee to be named therein, as trustee.
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, as amended, 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:
| 1. | When and if (a) a supplemental indenture relating to the First Mortgage Bonds is duly authorized, executed and delivered, (b) all required Corporate Proceedings with respect to the issuance and the terms of such First Mortgage Bonds have been completed and (c) the First Mortgage Bonds are duly authorized, executed, authenticated and delivered, and the consideration for the First Mortgage Bonds has been received by the Company, all in the manner contemplated by the Prospectus and the Registration Statement, the First Mortgage Bonds will be valid and binding obligations of the Company enforceable in accordance with their terms. |
| 2. | When and if (a) the Senior Indenture and any supplemental indenture relating to the Debt Securities is duly authorized, executed and delivered, (b) all required Corporate Proceedings with respect to the issuance and the sale of such Debt Securities have been completed and (c) the Debt Securities are duly authorized, executed, authenticated and delivered, and the consideration for the Debt Securities has been received by the Company, all in the manner contemplated by the Prospectus and the Registration Statement, the Debt Securities will be valid and binding obligations of the Company enforceable in accordance with their terms. |