Exhibit 5(b)

                            THELEN REID & PRIEST LLP
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                                        New York, New York
                                        July 14, 1999

Minnesota Power, Inc.
30 West Superior Street
Duluth, Minnesota  55802-2093

Ladies and Gentlemen:

         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, Inc. (Company) under the Securities Act of 1933, as amended
(Act) and pursuant to which the Company intends to register 2,500,000 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), we are of the opinion that:

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

            a.  The Minnesota Public Utilities Commission shall have granted
                appropriate authorizations permitting 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 those Shares;

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

            d.  Those 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).

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

         The opinions set forth in paragraphs 1(d) and 2 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, 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 or the issuance
of the Rights or the enforceability of any particular provisions of the Rights
Agreement.



THELEN REID & PRIEST LLP
    Minnesota Power, Inc.            -2-                           July 14, 1999



         We are members of the New York Bar and do not hold ourselves out as
experts on the laws of the State of Minnesota. As to all matters of Minnesota
law, we have relied 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 use 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