

                                                                    Exhibit 8


May 9, 2000



Black Hills Corporation
625 Ninth Street
Rapid City, SD 57709

Ladies and Gentlemen:

Black Hills  Corporation  ("Black  Hills")  has asked for our opinion  regarding
certain federal income tax consequences of a proposed share exchange (the "Share
Exchange") in which Black Hills Holding Corporation (the "Holding Company") will
acquire all of the common  stock of Black Hills (the "Black  Hills  Stock").  As
explained in more detail below, we believe that the proposed Share Exchange will
qualify as a tax-free  transaction  under the Internal  Revenue Code of 1986, as
amended  (the  "Code"),  so that  the  participants  in the  exchange  will  not
recognize any income, gain or loss as a result of the exchange.  A more specific
statement of our  conclusions  follows the summary of the relevant facts and the
analysis  that  supports  our   conclusions,   set  forth   immediately   below,
respectively.  Our conclusions are based on our review of (i) drafts of relevant
documents,  including the proxy  statement for Black Hills's  annual  meeting of
shareholders, and the Plan of Share Exchange between Black Hills and the Holding
Company (the "Agreement"),  (ii) the  representations  provided in the letter to
us, of even date herewith,  from Black Hills and the Holding Company,  and (iii)
other information that Black Hills has provided to us.


                                      FACTS

Incorporated   in  South   Dakota  in  1941,   Black  Hills  is  an  energy  and
communications  company  primarily  consisting  of  four  principal  businesses:
electricity production,  energy extraction and production, energy marketing, and
communications.  Black Hills  conducts its public  utility  electric  operations
under the  assumed  name of Black Hills Power and Light  Company,  operates  its
energy  extraction and production  businesses  through its  subsidiaries  Wyodak
Resources  (related  to  coal),  and  Black  Hills  Exploration  and  Production
(formerly Western Production  Company) (related to oil and natural gas), and its
energy marketing and communication  operations through Black Hills Capital Group
and its affiliates.

Black Hills's utility operations include the generation, purchase, transmission,
distribution  and sale of  electric  power and  energy to  approximately  57,679
customers  in 11  counties in western  South  Dakota,  northeastern  Wyoming and
southeastern  Montana,  an area with a  population  estimated  at  165,000.  The
largest community served is Rapid City, South Dakota, a major retail,  wholesale
and health care center,  with a  population,  including  environs,  estimated at
75,000.

<PAGE>

The Black  Hills Stock is the only class of stock  outstanding.  The Black Hills
Stock is common  stock  that is  widely-held  and  traded on the New York  Stock
Exchange.

The Holding  Company was  incorporated in South Dakota on April 28, 2000 for the
purpose of carrying  out the Share  Exchange.  The Holding  Company is a direct,
wholly owned subsidiary of Black Hills. On the Effective Date (as defined in the
Agreement),  the  Holding  Company  will  become  the  parent  of  Black  Hills.
Currently,  the  Holding  Company  has few  assets  and has not  engaged  in any
business  operations.  All the business operations  conducted by Black Hills and
its  subsidiaries  immediately  before the  Effective  Date will  continue to be
conducted by Black Hills and its  subsidiaries  immediately  after the Effective
Date.  The only  difference  is that  Black  Hills will be a  subsidiary  of the
Holding Company.  The consolidated assets and liabilities of Black Hills and its
subsidiaries  immediately  before  the  effective  date  will be the same as the
consolidated  assets and liabilities of the Holding Company and its subsidiaries
immediately after the Effective Date.

The Holding  Company  will not be subject to  regulation  by the Federal  Energy
Regulatory Commission, the South Dakota Public Utility Commission or the Wyoming
Public  Service  Commission,  except to the extent  that the rules and orders of
those agencies impose  restrictions on the Holding  Company's  relationship with
Black Hills or Black Hills's relationship with other subsidiaries of the Holding
Company.  The Holding Company will be a "public  utility holding  company" under
the Public Utility  Holding  Company Act of 1935.  However,  the Holding Company
expects to obtain an exemption from most of the provisions of that law.

To carry out the purposes  described above,  Black Hills management has proposed
that the Holding  Company be established as a holding  company that will own all
of  the  Black  Hills  Stock.  Pursuant  to the  terms  of  the  Agreement,  the
establishment  of the Holding  Company as a holding company will be accomplished
by means of a  statutory  "Share  Exchange"  under  the  South  Dakota  Business
Corporation  Act. As a result of the Share Exchange,  the holders of Black Hills
Stock (the  "Shareholders")  will be deemed to have exchanged  their Black Hills
Stock for the Holding  Company  common stock (the "Holding  Common  Stock"),  as
provided in certain  Articles of Share  Exchange (the  "Articles")  that will be
filed with the South Dakota  Secretary of State.  The deemed exchange will occur
by operation of law, without any further act by the  Shareholders.  The Articles
will  provide for the  cancellation  of the Holding  Common stock owned by Black
Hills immediately prior to the Share Exchange.

Completion  of the Share  Exchange is subject to several  conditions.  The Share
Exchange must be approved by a vote of a majority of those Shareholders entitled
to vote on the matter. In addition, the Holding Common Stock that will be issued
in the deemed  exchange must be covered by a  Registration  Statement  under the
Securities Act of 1933 and must be listed on the New York Stock Exchange.

<PAGE>

                                    ANALYSIS

In  general,  under  Section  351(a) of the Code,  transfers  of  property  to a
corporation  in exchange  for its stock  qualify for  tax-free  treatment if the
transferors,  in the aggregate,  control the corporation after the transfer. For
this  purpose,  "control"  is defined in Section  368(c) of the Code to mean the
ownership of 80 percent of the corporation's voting stock and 80 percent of each
class of the corporation's nonvoting stock.

The proposed Share Exchange will meet the  requirements  for tax-free  treatment
under  Section  351(a) of the Code.  The  holders of Black  Hills  Stock will be
deemed by operation of law to have  transferred  property,  in the form of their
Black Hills Stock, to the Holding Company. They will own all of the stock of the
Holding  Company  immediately  after the  exchange.  The  Holding  Common  Stock
currently  owned by Black  Hills will be  canceled  as part of the  transaction.
Consequently,  the former  holders of Black Hills Stock will  "control"  Holding
Company, within the meaning of Section 368(c) of the Code, immediately after the
Share Exchange.

When an owner of property transfers that property to a corporation in a tax-free
exchange to which Section 351(a) of the Code applies,  the transferor's basis in
the stock  received is determined  by reference to the basis of the  transferred
property.  This  "substituted  basis"  rule  ensures  that the  taxation  of any
unrealized  appreciation in the transferred  property is merely deferred.  Under
Section  358(a)(1)  of the  Code,  the  transferor's  basis  in the  transferred
property  serves as the  starting  point  for the  basis of the stock  received.
Sections  358(a)(1)(A)  and (B) of the Code provide for various  adjustments  to
this basis when the transferor receives cash or property other than stock of the
transferee  corporation,  or  when  the  transferor  recognizes  a  loss  on the
exchange.  None of these  adjustments  will apply in the present case. Thus, the
basis of shares of the Holding  Common Stock  received by a  Shareholder  in the
Share  Exchange  will equal the  Shareholder's  tax basis in the shares of Black
Hills Stock exchanged therefor.

Section  1223(1)  of the Code  provides  that the  holding  period  of  property
received in a "substituted basis" transaction includes the holding period of the
property  surrendered  in the exchange if the taxpayer  held that  property as a
capital asset.  Because the deemed exchange of Black Hills Stock for the Holding
Common Stock will be a substituted basis transaction, if a holder of Black Hills
Stock holds that stock as a capital  asset,  the  holding  period for that stock
will be tacked on to the holding  period of the Holding Common Stock received in
the Share Exchange.

<PAGE>

Under Section  1032(a) of the Code, a corporation  recognizes no gain or loss on
its receipt of cash or other property in exchange for stock of the  corporation.
Section 1032(a) of the Code, by its terms,  will apply to the Holding  Company's
acquisition of property,  in the form of Black Hills Stock,  in exchange for the
Holding  Company's own stock.  Therefore,  the Holding Company will recognize no
gain or loss as a result of the Share Exchange.

A corporation generally recognizes no gain or loss on the transfer of its shares
between shareholders because the transfer does not involve property owned by the
corporation.  In certain  cases,  a purchaser of a  controlling  interest in the
stock of a corporation may elect to have the  transaction  treated as a purchase
of the  corporation's  assets. In the present case, the Holding Company will not
acquire the Black Hills  Stock by  purchase,  and in any event would not make an
election to treat the  transaction as a transfer of Black Hills's assets even if
such an election were possible.  Therefore,  the Share Exchange will not involve
an actual or  constructive  transfer  of any assets  owned by Black  Hills,  and
accordingly  Black Hills will recognize no gain or loss as a result of the Share
Exchange.


                                     OPINION

For the reasons  explained  above,  assuming the accuracy of the facts stated in
this  letter  and the  representations  made in your  letter  to us of even date
herewith, in our opinion:

               (1) For federal income tax purposes, no income, gain or loss will
          be recognized by a Black Hills common  shareholder upon the receipt by
          such  shareholder  of Holding  Company common stock solely in exchange
          for such shareholder's Black Hills common stock.

               (2) The aggregate tax basis of shares of the Holding Common Stock
          received by a former  holder of Black Hills  common stock in the Share
          Exchange will equal the shareholder's tax basis in the shares of Black
          Hills Stock exchanged. The holding period for the Holding Common Stock
          received  will  include the  holding  period for the Black Hills Stock
          exchanged  if and to the extent  that such shares were held as capital
          assets at the time the Share Exchange occurred.

               (3) For  federal  income  tax  purposes,  no gain or loss will be
          recognized by the Holding  Company or Black Hills on account of either
          the Share  Exchange or the  issuance  of shares of the Holding  Common
          Stock  to  the  former  Black  Hills  shareholders   pursuant  to  the
          Agreement.

<PAGE>

               (4) For federal  income tax purposes,  the tax basis of the Black
          Hills Stock received by the Holding  Company will be the same as Black
          Hills's net asset basis immediately before the Share Exchange, subject
          to adjustments  under Treasury  Regulations  relating to  consolidated
          groups;  and the Holding  Company's  holding period in the Black Hills
          Stock  received in the Share  Exchange  will include the period during
          which that stock was held by the Shareholders.

The  opinions  stated  above  are  based  on  the  Code,  Treasury   Regulations
promulgated thereunder,  court decisions,  and published rulings of the Internal
Revenue  Service  currently in effect.  Each of these  authorities is subject to
change and any such changes could affect the validity of the above opinions.  To
the extent that the opinions  address the federal income tax consequences of the
Share  Exchange to holders of Black Hills Stock,  the  opinions  assume that the
shareholders   are  not   subject  to  special   treatment   because  of  unique
circumstances,  as could be the case, for example,  for foreign  corporations or
individuals who are not citizens or residents of the United States.

We hereby  consent to (i) the filing of this  opinion  with the  Securities  and
Exchange  Commission as an exhibit to the registration  statement  regarding the
issuance of the Holding  Common  Stock and (ii) the  reference to our firm under
the heading "Certain Income Tax Consequences" in the Proxy  Statement/Prospectus
that constitutes a part of the registration  statement.  In giving such consent,
we do not admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933.

                                            Very truly yours,




                                            MORGAN, LEWIS & BOCKIUS LLP
