Exhibit 5(a)


                           MINNESOTA POWER & LIGHT COMPANY
                               30 West Superior Street
                               Duluth, Minnesota  55802

          Philip R. Halverson-General Counsel
           and Corporate Secretary


                                                       February 16, 1996


          Minnesota Power & Light Company
          30 West Superior Street
          Duluth, Minnesota  55802


          Dear Sirs:

                    Referring to the proposed registration of Quarterly
          Income Preferred Securities (Preferred Securities) of MP&L
          Capital I (Trust) having an aggregate liquidation preference of
          up to $125,000,000, such Preferred Securities to be offered in an
          underwritten public offering; of a Guarantee of Minnesota Power &
          Light Company (Company) with respect to the Preferred Securities;
          and the issuance and sale to the Trust of up to $125,000,000 in
          aggregate principal amount of the Company's Junior Subordinated
          Debentures (Debentures) pursuant to the terms of an indenture
          from the Company to The Bank of New York, as trustee (Indenture),
          as contemplated in the Registration Statement (Registration
          Statement) on Form S-3 to be filed by the Company on or about the
          date hereof with the Securities and Exchange Commission under the
          Securities Act of 1933, as amended, I am of the opinion that:

               1.  All requisite action necessary to make the Guarantee a
               valid, legal and binding obligation of the Company will have
               been taken when the Board of Directors of the Company, or an
               officer duly authorized thereby, shall have taken such
               action as may be necessary to fix and determine the terms of
               the Guarantee and the Guarantee shall have been duly
               executed and delivered;

               2.  All requisite action necessary to make the Debentures
               valid, legal and binding obligations of the Company will
               have been taken when the Board of Directors of the Company,
               or an officer duly authorized thereby, shall have taken such
               action as may be necessary to fix and determine the terms of
               the Debentures, the Indenture shall have been executed and
               delivered, and the Debentures shall have been issued and
               delivered to the Trust;
               
          in each case, except as such may be limited by bankruptcy,
          insolvency or other laws affecting creditors' rights generally
          and by general principles of equity.

                    I hereby consent to the use of my name in the 
          Registration Statement and to the use of this opinion as an
          exhibit thereto.

                                             Sincerely,

                                             /s/ Philip R. Halverson

                                             Philip R. Halverson