


                                                       Exhibit 5(b) and 8

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


                                                       February 16, 1996


          Minnesota Power & Light Company
          30 West Superior Street
          Duluth, Minnesota  55802


          Dear Sirs:

                    Referring to the proposed registration of (i) Quarterly
          Income Preferred Securities (Preferred Securities) of MP&L
          Capital I (Trust) having an aggregate liquidation preference of
          up to $125,000,000, such Preferred Securities to be offered in an
          underwritten public offering; and (ii) a Guarantee of Minnesota 
          Power & Light Company (Company) with respect to the Preferred 
          Securities; and the issuance and sale to the Trust of up to 
          $125,000,000 in aggregate principal amount of the Company's Junior 
          Subordinated Debentures (Debentures) pursuant to the terms of an 
          indenture from the Company to The Bank of New York, as trustee 
          (Indenture), as contemplated in the Registration Statement 
          (Registration Statement) on Form S-3 to be filed by the Company 
          on or about the date hereof with the Securities and Exchange 
          Commission under the Securities Act of 1933, as amended, we are 
          of the opinion that:

               1.  All requisite action necessary to make the Guarantee a
               valid, legal and binding obligation of the Company will have
               been taken when the Board of Directors of the Company, or an
               officer duly authorized thereby, shall have taken such
               action as may be necessary to fix and determine the terms of
               the Guarantee and the Guarantee shall have been duly
               executed and delivered;

               2.  All requisite action necessary to make the Debentures
               valid, legal and binding obligations of the Company will
               have been taken when the Board of Directors of the Company,
               or an officer duly authorized thereby, shall have taken such
               action as may be necessary to fix and determine the terms of
               the Debentures, the Indenture shall have been executed and
               delivered, and the Debentures shall have been issued and
               delivered to the Trust;

          in each case, except as such may be limited by bankruptcy,
          insolvency or other laws affecting creditors' rights generally
          and by general principles of equity.
          
                    We are members of the New York Bar and do not hold
          ourselves out as experts on the laws of the State of Minnesota. 
          As to all matters of Minnesota law, we have relied with your
          consent upon an opinion of even date herewith addressed to you by
          Philip R. Halverson, Esq., General Counsel and Corporate
          Secretary to the Company.

                    We confirm our opinion as set forth under the caption
          "Certain United States Federal Income Tax Consequences" in the
          prospectus constituting a part of the Registration Statement.

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

                                                  Very truly yours,

                                                  /s/ Reid & Priest

                                                  REID & PRIEST LLP


