EXHIBIT 5(b) and 8

                                  REID & PRIEST LLP
                                  40 West 57th Stret
                              New York, New York  10019


                                                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), 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
     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.   Your 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.

     

     Minnesota Power & Light Company
     March 28, 1996
     Page 2


               3.   Stock purchased on the open market is validly issued, fully
     paid and non-assessable.

               We are further of the opinion that the statements made in the
     Registration Statement under the heading "Federal Income Tax Consequences"
     constitute an accurate description of the Federal income tax consequences
     to participants in the Plan.

               We are members of the New York Bar and do not hold ourselves out
     as experts on the laws of the State of Minnesota.  Accordingly, as to all
     matters of Minnesota law we have relied upon the opinion of even date
     herewith addressed to you by Philip R. Halverson, Esq., Vice President,
     General Counsel and Corporate Secretary of the Company.

               We hereby consent to the use of this opinion as an exhibit to
     your Registration Statement and to the use of our name therein.

                                        Very truly yours,

                                        /s/ REID & PRIEST LLP
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                                        REID & PRIEST LLP