
<PAGE>
                                                                 Exhibit 5(b)

                                Reid & Priest LLP
                               40 West 57th Street
                            New York, N.Y. 10019-4097
                             Telephone 212 603-2000
                                Fax 212 603-2001

                                                            New York, New York
                                                            July 11, 1996

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

     Ladies and Gentlemen:

         We  refer  to the  Registration  Statement  on Form  S-3 to be filed by
     Minnesota Power & Light Company  (Company) on or about the date hereof with
     the Securities and Exchange Commission under the Securities Act of 1933, as
     amended, with respect to 96,526 shares, without par value, of the Company's
     Common Stock (Stock) which were issued in connection with the Agreement and
     Plan of  Reorganization  dated as of April 26,  1996,  by and among  Topeka
     Group,   Inc.  (now  MP  Water  Resources   Group,   Inc.),   the  Company,
     Instrumentation  Services,  Inc.,  and James E.  Brown,  III and Stephen E.
     Ableman (collectively, the Selling Shareholders).

         We are of the opinion that:

           1.   The Company is a corporation  validly  organized and existing
                under the laws of the State of Minnesota.

           2.   The  issuance  and sale of said  96,526  shares  of Stock to the
                Selling  Shareholders  was  authorized by the  Minnesota  Public
                Utilities Commission.

           3.   Said  96,526  shares  of  Stock  have  been  validly  issued  in
                accordance with the laws of the State of Minnesota and are fully
                paid and nonassessable.

         We are  members  of the New York Bar and do not hold  ourselves  out as
     experts  on the laws of the  State  of  Minnesota.  Accordingly,  as to all
     matters  of  Minnesota  law we have  relied  upon an  opinion  of even date
     herewith  addressed  to the  Company  by Philip R.  Halverson,  Esq.,  Vice
     President, General Counsel and Corporate Secretary of the Company.

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


                                                    Very truly yours,

                                                    REID & PRIEST LLP
                                                    
                                                    REID & PRIEST LLP

