
<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  2,100,000
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
Executive  Long-Term  Incentive  Compensation 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;



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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

