EXHIBIT 5(B)


                            THELEN REID & PRIEST LLP
NEW YORK                        ATTORNEYS AT LAW
SAN FRANCISCO                 40 WEST 57TH STREET
WASHINGTON, D.C.            NEW YORK, N.Y. 10019-4097
LOS ANGELES           TEL (212) 603-2000 FAX (212) 603-2001
SAN JOSE                     www. thelenreid.com


                                        July 20, 2000

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

Ladies and Gentlemen:

          Referring to the proposed issuance and sale from time to time by
Minnesota Power, Inc. (Company) of one or more proposed new series of the
Company's first mortgage bonds (Bonds) and unsecured debt securities (Debt
Securities) in a principal amount not to exceed in the aggregate $400,000,000,
as contemplated in the registration statement on Form S-3 to be filed by the
Company with the Securities and Exchange Commission under the Securities Act of
1933, as amended, on or about the date hereof, 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.   With respect to those Bonds which are to be issued at any one
     time (Offered Bonds), all action necessary to make the Offered Bonds valid,
     legal and binding obligations of the Company will have been taken when:

          (a)  The Minnesota Public Utilities Commission (MPUC) shall have
               issued an order or orders authorizing the issuance and sale of
               the Offered Bonds;

          (b)  At a meeting or meetings of the Company's Board of Directors or
               Executive Committee of the Board of Directors (i) action shall
               have been taken to approve and authorize (a) the issuance and
               sale of the Offered Bonds, and (b) the execution and delivery of
               an appropriate Supplemental Indenture to the Company's Mortgage
               and Deed of Trust, dated as of September 1, 1945 (Mortgage), with
               Irving Trust Company (now The Bank of New York) and Richard H.
               West (Douglas J. MacInnes, successor), as Trustees, as
               supplemented, and (ii) any other action necessary to the
               consummation of the proposed issuance and sale of the Offered
               Bonds shall have been taken;

          (c)  The aforementioned Supplemental Indenture shall have been duly
               executed and delivered to the parties thereto; and

          (d)  The Offered Bonds shall have been issued and delivered for the
               consideration contemplated in the registration statement and any
               prospectus supplement relating to the Offered Bonds and in
               accordance with the provisions of the Company's Mortgage, as





               heretofore supplemented and to be further supplemented by the
               aforementioned Supplemental Indenture.

          3.   With respect to those Debt Securities which are to be issued at
     any one time (Offered Debt Securities), all requisite action necessary to
     make the Offered Debt Securities valid, legal and binding obligations of
     the Company shall have been taken when:

          (a)  The MPUC shall have issued an order or orders authorizing the
               issuance and sale of the Offered Debt Securities;

          (b)  At a meeting or meetings of the Company's Board of Directors or
               the Executive Committee of the Board of Directors (i) action
               shall have been taken to approve and authorize (a) the issuance
               and sale of the Offered Debt Securities, and (b) the execution
               and delivery of an indenture (Indenture) pursuant to which the
               Debt Securities are to be issued and an appropriate Officer's
               Certificate (Certificate) under the Indenture and (ii) any other
               action necessary to the consummation of the proposed issuance and
               sale of the Offered Debt Securities shall have been taken;

          (c)  The Indenture shall have been duly executed and delivered by an
               appropriate officer of the Company and by the trustee thereunder;
               and

          (d)  The Certificate shall have been duly executed and delivered by an
               appropriate officer of the Company; and

          (e)  The Offered Debt Securities shall have been duly executed,
               authenticated, issued and delivered for the consideration
               contemplated in the registration statement and any prospectus
               supplement relating to the Offered Debt Securities and in
               accordance with the provisions of the Indenture, as heretofore
               supplemented and to be further supplemented by the aforementioned
               Certificate.

          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 governed by the
laws of the State of Minnesota, 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. We also consent to the reference to us in the Prospectus
included in the Registration Statement under the caption "Legal Opinions."

                                        Very truly yours,

                                        /S/ THELEN REID & PRIEST LLP

                                        THELEN REID & PRIEST LLP


                                       2