EXHIBIT 5(a)
MINNESOTA POWER & LIGHT COMPANY
30 West Superior Street
Duluth, Minnesota 55802
Philip R. Halverson - Vice President,
General Counsel and Corporate Secretary
New York, New York
March 28, 1996
Minnesota Power & Light Company
30 West Superior Street
Duluth, Minnesota 55802
Dear Sirs:
With reference to the Registration Statement on Form S-3 to be
filed on or about the date hereof with the Securities and Exchange
Commission by Minnesota Power & Light Company (Company) under the
Securities Act of 1933, as amended (Act) and pursuant to which the Company
intends to register 5,000,000 shares of its common stock, without par value
(Stock) for offer and sale in connection with its Dividend Reinvestment and
Stock Purchase Plan (Plan), I am 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
Stock legally issued, fully paid and non-assessable will have been taken
when:
a. The Minnesota Public Utilities Commission shall have
authorized the issuance and sale of the Stock;
b. The Board of Directors or the Executive Committee thereof
shall have taken all actions as may be necessary to
consummate the authorization of the proposed issuance and
sale of the Stock; and
c. The Stock shall have been issued and delivered for the
consideration contemplated in the Registration Statement.
3. Stock purchased on the open market is validly issued, fully
paid and non-assessable.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of my name therein.
Very truly yours,
/s/ Philip R. Halverson
-----------------------
Philip R. Halverson