MDU RESOURCES
GROUP, INC. Exhibit 5(a)
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Schuchart Building
918 East Divide Avenue
Mailing Address:
P.O. Box 5650
Bismarck, ND 58506-5650
(701) 222-7900
February 18, 1999
MDU Resources Group, Inc.
Schuchart Building
918 East Divide Avenue
P.O. Box 5650
Bismarck, North Dakota 58501
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-
8 (the "Registration Statement") to be filed on or about the date
hereof with the Securities and Exchange Commission by MDU
Resources Group, Inc. (the "Company") under the Securities Act of
1933, as amended, and pursuant to which the Company intends to
register one (1) additional share of its Common Stock, par value
$3.33 (the "Stock") and the Preference Share Purchase Right
attached thereto (together with the Preference Share Purchase
Rights attached to the shares of the Company's Common Stock,
which shares of Common Stock are being moved and carried forward
to the Registration Statement from Registration Statement No.
333-06103 and Registration Statement No. 333-06105, the
"Rights"), for offer and sale in connection with the MDU
Resources Group, Inc. 401(k) Retirement Plan, it is my opinion
that:
1. When
(a) appropriate authorizations by the Federal Energy
Regulatory Commission, the Montana Public Service
Commission and the Public Service Commission of
Wyoming with respect to the issuance and sale of
the Stock shall have been granted;
(b) the Company's Board of Directors or a duly
authorized committee thereof shall have approved
the issuance and sale of the Stock by the Company;
and
(c) the Stock shall have been duly issued and
delivered for the consideration set forth in the
aforesaid Registration Statement and in accordance
with the actions hereinabove mentioned, the Stock
will be validly issued, fully paid and non-
assessable.
2. The Rights, when issued as contemplated by the
Registration Statement, will be validly issued.
I am a member of the North Dakota and Montana Bars and
do not hold myself out as an expert on the laws of any other
jurisdiction. Except as set forth in paragraph 1(a) above, my
opinions expressed above are limited to the laws of the States of
North Dakota and Montana. Insofar as the opinions expressed
herein relate to the laws of the State of New York, the General
Corporation Law of the state of Delaware, or and the Federal laws
of the United States of America, I have relied on the opinion of
even date herewith, of Thelen Reid & Priest LLP, counsel to the
Company, which opinion is to be filed as an exhibit to the
Registration Statement.
I hereby consent to the use of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Lester H. Loble, II
Lester H. Loble, II
General Counsel
and Secretary