Exhibit 5(a)
LOGO
Minnesota Power / 30 west superior  street / duluth, minnesota 55802 / telephone
         218-723-3964 Philip R. Halverson - vice president,  general counsel and
         secretary

                                           November 19, 1996

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

Dear Sirs:

         With reference to the Registration Statement on Form S-8 to be filed on
or about  the date  hereof  with  the  Securities  and  Exchange  Commission  by
Minnesota  Power & Light Company  (Company) under the Securities Act of 1933, as
amended  (Act) and pursuant to which the Company  intends to register  2,100,000
shares of its Common Stock,  without par value  (Stock) and the Preferred  Share
Purchase  Rights  attached  thereto  (Rights)  (the Stock and the  Rights  being
collectively referred to as the "Shares") in connection with the Minnesota Power
Executive  Long-Term  Incentive  Compensation  Plan (Plan),  I am of the opinion
that:

         1.       The Company is a corporation validly organized and existing 
                  under the laws of the State of Minnesota.

         2.       All action necessary to make the authorized but unissued Stock
                  legally issued,  fully paid and  non-assessable and the Rights
                  validly issued will have been taken when:

                  a.  The Minnesota Public Utilities Commission shall have
                      authorized the issuance and sale of the Shares;

                  b.  The Board of Directors or the Executive Committee thereof
                      shall have taken all actions as may be necessary to 
                      consummate the authorization of the proposed issuance and
                      sale of the Shares;

                  c.  The Stock shall have been issued and delivered for the 
                      consideration contemplated in the Plan; and

                  d.  The Rights shall have been issued in  accordance  with the
                      terms of the Rights  Agreement  dated as of July 24,  1996
                      between the Company and the Corporate  Secretary as Rights
                      Agent (Rights Agreement).

         3.       Stock purchased on the open market is validly issued, fully 
                  paid and non-assessable, and the Rights attached thereto are 
                  validly issued and outstanding.

         The opinions set forth in  paragraphs  2(d) and 3 above with respect to
the Rights are limited to the valid issuance of the Rights under the corporation
laws of the State of  Minnesota.  In this  connection,  I 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 or the issuance
of the Rights or the  enforceability of any particular  provisions of the Rights
Agreement.

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

                                           Very truly yours,

                                           Philip R. Halverson

                                           Philip R. Halverson