EXHIBIT 8 REID & PRIEST LLP 40 West 57th Street New York, New York 10019 New York, New York June 18, 1996 Minnesota Power & Light Company 30 West Superior Street Duluth, Minnesota 55802 Dear Sirs: With reference to Amendment No. 1 to the Registration Statement on Form S-3 (Amendment No. 1) 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, and pursuant to which the Company intends to register 5,000,000 shares of its common stock, without par value, for offer and sale in connection with its Dividend Reinvestment and Stock Purchase Plan (Plan), we are of the opinion that the statements made in Amendment No. 1 under the heading "Federal Income Tax Consequences" constitute an accurate description of the Federal income tax consequences to participants in the Plan. We hereby consent to the use of this opinion as an exhibit to your Amendment No.1 and to the use of our name therein. Very truly yours, /s/ REID & PRIEST LLP -------------------------- REID & PRIEST LLP