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
SILICON VALLEY                www. thelenreid.com
MORRISTOWN, N.J.


                                          June 27, 2002


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 3,000,000 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 Executive Long-Term Incentive Compensation 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.   All action necessary to make the authorized but unissued Common
               Stock validly issued, fully paid and non-assessable and the
               Rights validly issued will have been taken when:

               a.   The Minnesota Public Utilities Commission shall have issued
                    an order or orders authorizing the issuance and delivery of
                    the Shares;

               b.   At a meeting or meetings of the Company's Board of Directors
                    (or the Executive Committee of the Board of Directors)
                    favorable action shall have been taken to approve and
                    authorize the issuance and sale of the Shares and any other
                    action necessary to the consummation of the proposed
                    issuance and delivery of the Shares;

               c.   The Shares shall have been issued and delivered for the
                    consideration contemplated in the Registration Statement;
                    and





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

          The opinion set forth in paragraph 2(d) 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 or the issuance
of the Rights or the enforceability of any particular provision of the Rights
Agreement.

          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 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. In giving the
foregoing consents, we do not hereby admit that we belong to the class of
persons whose consent is required under Section 7 of the Securities Act, or the
rules and regulations promulgated thereunder.

                                          Very truly yours,

                                          /s/ Thelen Reid & Priest LLP

                                          THELEN REID & PRIEST LLP