
<PAGE>
                                                                   Exhibit 5(b)

                                   Reid & Priest LLP
                                  40 West 57th Street
                               New York, N.Y. 10019-4097
   Washington Office             Telephone 212 603-2000       New York Office
     Market Square                 Fax 212 603-2001           Direct Dial Number
701 Pennsylvania Avenue, N.W.                                  
 Washington D.C. 20004
      202 508-4000
    Fax: 202 508-4321



                                                         New York, New York
                                                         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), 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.       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;

<PAGE>

Minnesota Power &
Light Company                      -2-                        November 19, 1996



                           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,
      we 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.

                  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  upon an  opinion  of even date  herewith
      addressed to you 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

