Exhibit 5(a)


                              THE MONTANA POWER COMPANY
                                   40 East Broadway
                                   Butte, MT 59701


                                                 


                                                       December 5, 1994


          The Montana Power Company
          40 East Broadway
          Butte, MT  59701

          Ladies and Gentlemen:

          With respect to the  Registration Statement to be filed  with the
          Securities and Exchange Commission pursuant to the Securities Act
          of 1933, as amended,  on or about the date  hereof, contemplating
          the sale of 85,000 shares of its Common Stock (the "Stock"), I am
          of the opinion that:

          1.   The  Company is  a  corporation duly  organized and  validly
               existing  under  the  laws  of  the  State  of  Montana  and
               qualified to do business in the States of Idaho and Wyoming.

          2.   The Stock has been  legally and validly issued and  is fully
               paid and nonassessable.

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


                                        Very truly yours,

                                        /s/ Michael E. Zimmerman

                                        MICHAEL E. ZIMMERMAN
                                        Vice President and General Counsel