<DOCUMENT>
<TYPE>EX-99.(B)
<SEQUENCE>3
<FILENAME>e602026_ex99-b.txt
<DESCRIPTION>OPINION OF COUNSEL TO THE DEPOSITARY
<TEXT>

                              [LETTERHEAD OF PBWT]

                                                                     May 7, 2007
Citibank, N.A. - ADR Department
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

            We refer to the Registration Statement on Form F-6 (the
"Registration Statement") to be filed with the United States Securities and
Exchange Commission (the "SEC") by the legal entity created by the Deposit
Agreement (as hereinafter defined) for the purpose of registering under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), 100,000,000 American
Depositary Shares (the "ADSs") to be issued under the Deposit Agreement, by and
among Citibank, N.A., as depositary (the "Depositary"), Companhia Energetica de
Minas Gerais - CEMIG, a company organized and existing under the laws of the
Federative Republic of Brazil (the "Company"), and the Holders and Beneficial
Owners (each as defined in the Deposit Agreement and hereinafter used as so
defined) from time to time of ADSs issued thereunder, (the "Deposit Agreement"),
a form of which is being filed as Exhibit (a) to the Registration Statement.
Each ADS will represent, subject to the terms and conditions of the Deposit
Agreement and any applicable American Depositary Receipt ("ADR") representing
such ADS, one (1) voting common share, par value R$5.00 per voting common share,
of the Company (the "Shares").

            Nothing contained herein or in any document referred to herein is
intended by this firm to be used, and the addressees hereof cannot use anything
contained herein or in any document referred to herein, as "tax advice" (within
the meaning given to such term by the U.S. Internal Revenue Service ("IRS") in
IRS Circular 230 and any related interpretative advice issued by the IRS in
respect of IRS Circular 230 prior to the date hereof, and hereinafter used
within such meaning and interpretative advice). Without admitting that anything
contained herein or in any document referred to herein constitutes "tax advice"
for any purpose, notice is hereby given that, to the extent anything contained
herein or in any document referred to herein constitutes, or is or may be
interpreted by any court, by the IRS or by any other administrative body to
constitute, "tax advice," such "tax advice" is not intended or written to be
used, and cannot be used, for the purpose of (i) avoiding penalties under the
U.S. Internal Revenue Code, or (ii) promoting, marketing or recommending to any
party any transaction or matter addressed herein.

            Assuming that, at the time of their issuance, the Registration
Statement will have been declared effective by the SEC, the Deposit Agreement
will have been duly executed and delivered, and the Shares will have been
legally issued, we are of the opinion that the ADSs, when issued in accordance
with the terms of the Deposit Agreement and the Registration Statement, will be
legally issued and will entitle the Holders to the rights specified in the
Deposit Agreement and, in the case of certificated ADSs, the applicable ADR(s).

<PAGE>

            This opinion is limited to the laws of the State of New York and the
Federal laws of the United States. Without admitting that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act, we hereby consent to the use of this opinion as Exhibit (d) to the
Registration Statement.

                                              Very truly yours,

                                              PATTERSON BELKNAP WEBB & TYLER LLP


                                              By: /s/ Herman H. Raspe
                                                  ------------------------------
                                                  A Member of the Firm


                                      -2-
</TEXT>
</DOCUMENT>
