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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

                                                     November 19, 1996

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

Dear Sirs:

         With reference to the Registration Statement on Form S-8 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  (Act) and  pursuant  to which the Company  intends to register  150,000
shares of its Common Stock,  without par value  (Stock) and the Preferred  Share
Purchase  Rights  attached  thereto  (Rights)  (the Stock and the  Rights  being
collectively referred to as the "Shares") in connection with the Minnesota Power
Director Long-Term Stock Incentive Plan (Plan), 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.   All action  necessary to make the  authorized  but unissued  Stock
              legally  issued,  fully  paid and  non-assessable  and the  Rights
              validly issued will have been taken when:

              a.   The Minnesota  Public  Utilities  Commission  shall have 
                   authorized the issuance and sale of the Shares;

              b.   The Board of Directors or the  Executive  Committee  thereof 
                   shall have taken all actions as may be necessary to 
                   consummate the authorization of the proposed issuance and 
                   sale of the Shares;

              c.   The Stock shall have been issued and delivered for the  
                   consideration  contemplated in the Plan; and

              d.   The Rights shall have been issued in accordance with the 
                   terms of the Rights Agreement dated as of July 24, 1996
                   between the Company and the  Corporate  Secretary as Rights 
                   Agent (Rights Agreement).

         3.   Stock purchased on the open market is validly  issued,  fully paid
              and  non-assessable,  and the Rights attached  thereto are validly
              issued and outstanding.

         The opinions set forth in  paragraphs  2(d) and 3 above with respect to
the Rights are limited to the valid issuance of the Rights under the corporation
laws of the State of  Minnesota.  In this  connection,  I have not been asked to
express,  and accordingly do not express, any opinion herein with respect to any
other aspect of the Rights, the effect of any equitable  principles or fiduciary
considerations  relating to the adoption of the Rights Agreement or the issuance
of the Rights or the  enforceability of any particular  provisions of the Rights
Agreement.

         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
