Exhibit 5(b)
                                    Reid & Priest LLP
                                   40 West 57th Street
  Washington Office             New York, N.Y. 10019-4097        New York Office
    Market Square                Telephone 212 603-2000       Direct Dial Number
701 Pennsylvania Avenue, N.W.        Fax 212 603-2001
 Washington, D.C. 20004
     202 508-4000
   Fax: 202 508-4321                             New York, New York
                                                 October 4, 1996

     Minnesota Power & Light Company
     30 West Superior Street
     Duluth, Minnesota  55802

     Ladies and Gentlemen:

         We  refer  to the  Registration  Statement  on Form  S-3 to be filed by
     Minnesota Power & Light Company  (Company) on or about the date hereof with
     the Securities and Exchange Commission under the Securities Act of 1933, as
     amended,  with  respect  to  473,006  shares,  without  par  value,  of the
     Company's  Common Stock (Stock) and the  Preferred  Share  Purchase  Rights
     attached  thereto  (Rights)  (the Stock and the Rights  being  collectively
     referred to herein as the "Shares")  which were issued in  connection  with
     the Agreement and Plan of Reorganization  dated as of September 5, 1996, by
     and among the  Company,  Alamo  Auto  Auction,  Inc.,  Alamo  Auto  Auction
     Houston,   Inc.,  and  C.O.   Massey,   F.L.   Massey  and  B.  J.  McCombs
     (collectively, the Selling Shareholders).

                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.   The issuance and sale of said Stock to the Selling  Shareholders
                was authorized by the Minnesota Public Utilities Commission.

           3.   Said Stock has been validly  issued in accordance  with the laws
                of the State of Minnesota and is fully paid and nonassessable.

           4.   Said  Rights have been  validly  issued in  accordance  with the
                Rights Agreement, dated as of July 24, 1996, between the Company
                and the Corporate Secretary of the Company, as Rights Agent.

         We are  members  of the New York Bar and do not hold  ourselves  out as
     experts  on the laws of the  State  of  Minnesota.  Accordingly,  as to all
     matters  of  Minnesota  law we have  relied  upon an  opinion  of even date
     herewith  addressed  to the  Company  by Philip R.  Halverson,  Esq.,  Vice
     President, General Counsel and Corporate Secretary of the Company.

         We hereby  consent  to the use of this  opinion  as an  exhibit  to the
     Registration Statement and to the use of our name therein.


                                                 Very truly yours,

                                                 REID & PRIEST LLP

                                                 REID & PRIEST LLP