Exhibit 5(c)
Richards Layton & Finger
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
February 16, 1996
MP&L Capital I
c/o Minnesota Power & Light Company
30 West Superior Street
Duluth, Minnesota 55802
Re: MP&L Capital I
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Ladies and Gentlemen:
We have acted as special Delaware counsel for
Minnesota Power & Light Company, a Minnesota corporation (the
"Company"), and MP&L Capital I, a Delaware business trust (the
"Trust"), in connection with the matters set forth herein. At
your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set
forth, our examination of documents has been limited to the
examination of originals or copies of the following:
(a) The Certificate of Trust of the Trust, dated as of
February 15, 1996 (the "Certificate"), as filed in the office of
the Secretary of State of the State of Delaware (the "Secretary
of State") on February 15, 1996;
(b) The Trust Agreement of the Trust, dated as of
February 15, 1996, among the Company, as Depositor, and the
trustees of the Trust named therein;
(c) The Registration Statement (the "Registration
Statement") on Form S-3, including a preliminary prospectus (the
"Prospectus") relating to the ___% Cumulative Quarterly Income
Preferred Securities of the Trust representing preferred
undivided beneficial interests in the assets of the Trust (each,
a "Preferred Security" and collectively, the "Preferred
Securities"), as proposed to be filed by the Company and the
Trust with the Securities and Exchange Commission on or about
February 16, 1996;
(d) A form of Amended and Restated Trust Agreement of
the Trust, to be entered into among the Company, as Depositor,
the trustees of the Trust named therein, and the holders, from
MP&L Capital I
February 16, 1996
Page 2
time to time, of undivided beneficial interests in the assets of
the Trust (including Exhibits A, B and D thereto) (the "Trust
Agreement"), attached as an exhibit to the Registration
Statement; and
(e) A Certificate of Good Standing for the Trust, dated
February 16, 1996, obtained from the Secretary of State.
Initially capitalized terms used herein and not
otherwise defined are used as defined in the Trust Agreement.
For purposes of this opinion, we have not reviewed any
documents other than the documents listed in paragraphs (a)
through (e) above. In particular, we have not reviewed any
document (other than the documents listed in paragraphs (a)
through (e) above) that is referred to in or incorporated by
reference into the documents reviewed by us. We have assumed
that there exists no provision in any document that we have not
reviewed that is inconsistent with the opinions stated herein.
We have conducted no independent factual investigation of our own
but rather have relied solely upon the foregoing documents, the
statements and information set forth therein and the additional
matters recited or assumed herein, all of which we have assumed
to be true, complete and accurate in all material respects.
With respect to all documents examined by us, we have
assumed (i) the authenticity of all documents submitted to us as
authentic originals, (ii) the conformity with the originals of
all documents submitted to us as copies or forms, and (iii) the
genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that
the Trust Agreement and the Certificate are in full force and
effect and have not been amended, (ii) except to the extent
provided in paragraph 1 below, the due creation or due
organization or due formation, as the case may be, and valid
existence in good standing of each party to the documents
examined by us under the laws of the jurisdiction governing its
creation, organization or formation, (iii) the legal capacity of
natural persons who are parties to the documents examined by us,
(iv) that each of the parties to the documents examined by us has
the power and authority to execute and deliver, and to perform
its obligations under, such documents, (v) the due authorization,
execution and delivery by all parties thereto of all documents
MP&L Capital I
February 16, 1996
Page 3
examined by us, (vi) the receipt by each Person to whom a
Preferred Security is to be issued by the Trust (collectively,
the "Preferred Security Holders") of a Preferred Securities
Certificate for such Preferred Security and the payment for the
Preferred Security acquired by it, in accordance with the Trust
Agreement and the Registration Statement, and (vii) that the
Preferred Securities are issued and sold to the Preferred
Security Holders in accordance with the Trust Agreement and the
Registration Statement. We have not participated in the
preparation of the Registration Statement and assume no
responsibility for its contents.
This opinion is limited to the laws of the State of
Delaware (excluding the securities laws of the State of
Delaware), and we have not considered and express no opinion on
the laws of any other jurisdiction, including federal laws and
rules and regulations relating thereto. Our opinions are
rendered only with respect to Delaware laws and rules,
regulations and orders thereunder which are currently in effect.
Based upon the foregoing, and upon our examination of
such questions of law and statutes of the State of Delaware as we
have considered necessary or appropriate, and subject to the
assumptions, qualifications, limitations and exceptions set forth
herein, we are of the opinion that:
1. The Trust has been duly created and is validly
existing in good standing as a business trust under the Delaware
Business Trust Act.
2. The Preferred Securities will represent valid and,
subject to the qualifications set forth in paragraph 3 below,
fully paid and nonassessable undivided beneficial interests in
the assets of the Trust.
3. The Preferred Security Holders, as beneficial
owners of the Trust, will be entitled to the same limitation of
personal liability extended to stockholders of private
corporations for profit organized under the General Corporation
Law of the State of Delaware. We note that the Preferred
Security Holders may be obligated to make payments as set forth
in the Trust Agreement.
MP&L Capital I
February 16, 1996
Page 4
We consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the
Registration Statement. In addition, we hereby consent to the
use of our name under the heading "Legality" in the Prospectus.
In giving the foregoing consents, we do not thereby admit that we
come within the category of Persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the
rules and regulations of the Securities and Exchange Commission
thereunder. Except as stated above, without our prior written
consent, this opinion may not be furnished or quoted to, or
relied upon by, any other Person for any purpose.
Very truly yours,
/s/ Richards, Layton & Finger