THELEN REID & PRIEST LLP
Attorneys At Law
-----------------------
875 Third Avenue
New York, NY 10022-6225
Tel. 212.603.2000
Fax 212.603.2001
www.thelenreid.com
EXHIBIT 5(b)
May 14, 2003
ALLETE, Inc.
30 West Superior Street
Duluth, Minnesota 55802-2093
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8
(the "Registration Statement") to be filed by ALLETE, Inc. (the "Company"), on
or about the date hereof with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, for the registration of 500,000 shares of
the Company's common stock, without par value ("Common Stock"), and the
Preferred Share Purchase Rights attached thereto ("Rights") (the Common Stock
and the Rights herein collectively referred to as the "Shares"), in connection
with the ALLETE and Affiliated Companies Employee Stock Purchase Plan ("Plan").
In connection therewith, we have reviewed such documents and
records as we have deemed necessary to enable us to express an opinion on the
matters covered hereby.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation validly organized and existing
under the laws of the State of Minnesota.
2. When the authorized but unissued Common Stock is issued and
delivered as contemplated by and for the consideration stated
in the Registration Statement, such Common Stock will be
validly issued, fully paid and non-assessable and the Rights
will be validly issued and binding obligations.
The opinion set forth above with respect to the Rights is
limited to the valid issuance of the Rights under the corporation laws of the
State of Minnesota. In this connection, we have not been asked to express, and
accordingly do not express, any opinion herein with respect to any other aspect
of the Rights, the effect of any equitable principles or fiduciary
considerations relating to the adoption of the Rights Agreement, dated as of
July 24, 1996 ("Rights Agreement"), between the Company and the Corporate
Secretary of the Company, as
ALLETE, Inc.
May 14, 2003
Page 2
Rights Agent, or the issuance of the Rights or the enforceability of any
particular provision of the Rights Agreement.
For purposes of the opinions set forth above, we have assumed
that a Minnesota Public Utilities Commission order authorizing the issuance of
the Shares shall have been issued and shall remain in full force and effect at
the time the Shares are issued and that the Company complies with the terms of
such order.
We are members of the New York Bar. As to all matters of
Minnesota law, we have relied with your consent upon an opinion of even date
herewith addressed to you by Philip R. Halverson, Esq., Vice President, General
Counsel and Secretary of the Company.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of our name therein.
Very truly yours,
Thelen Reid & Priest LLP
THELEN REID & PRIEST LLP