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                                                                  Exhibit 5(a)
LOGO

Minnesota Power/30 west superior street/duluth, minnesota 55802/telephone 
                218-723-3964 
       Philip R. Halverson - vice president, general counsel and secretary


                                        October 4, 1996



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

     Ladies and Gentlemen:

                  With reference to the Registration Statement on Form S-3 to be
     filed on or  about  the  date  hereof  with  the  Securities  and  Exchange
     Commission  by  Minnesota  Power  &  Light  Company   (Company)  under  the
     Securities Act of 1933, as amended, with respect to 473,006 shares, without
     par value,  of the Company's  Common Stock (Stock) and the Preferred  Share
     Purchase Rights attached  thereto  (Rights) (the Stock and the Rights being
     collectively  referred  to herein as the  "Shares")  which  were  issued in
     connection  with  the  Agreement  and  Plan of  Reorganization  dated as of
     September 5, 1996,  by and among the  Company,  Alamo Auto  Auction,  Inc.,
     Alamo Auto Auction Houston,  Inc., and C.O.  Massey,  F.L. Massey and B. J.
     McCombs (collectively, the Selling Shareholders), I am 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 Stock to the Selling Shareholders
                was authorized by the Minnesota Public Utilities Commission.

           3.   Said Stock has been validly  issued in accordance  with the laws
                of the State of Minnesota and is fully paid and nonassessable.

           4.   Said  Rights have been  validly  issued in  accordance  with the
                Rights Agreement, dated as of July 24, 1996, between the Company
                and the Corporate Secretary of the Company, as Rights Agent.

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


                                        Very truly yours,

                                        Philip R. Halverson

                                        Philip R. Halverson


                                                        ALWAYS AT YOUR SERVICE

