EXHIBIT 5(b)

                     [Letterhead of Pillsbury Winthrop LLP]


May 6, 2002

Goodsill Anderson Quinn & Stifel
1999 Alakea Street
Honolulu, Hawaii 96813


Ladies and Gentlemen:

In connection with the registration under the Securities Act of 1933 (the "Act")
of $300,000,000 principal amount of Medium-Term Notes, Series D (the "Notes") of
Hawaiian Electric Industries, Inc., a Hawaii corporation (the "Company"), we
have reviewed such corporate records, certificates and other documents and such
questions of law as we have considered necessary or appropriate for the purposes
of this opinion.

Upon the basis of such review, we advise you that, in our opinion, when (1) the
Registration Statement on Form S-3 relating to the Notes (the "Registration
Statement") has become effective under the Act, (2) the Third Supplemental
Indenture to the Indenture between the Company and Citibank, N.A., as trustee,
relating to the Notes has been duly authorized, executed and delivered, (3) the
terms of the Notes and of their issue and sale have been duly authorized and
established in conformity with such Indenture, the Distribution Agreement
relating to the Notes between the Company and the Agents named therein and the
resolutions of the Board of Directors of the Company relating to the Notes so as
to not violate any applicable law, regulation or order of any governmental body
or agreement or instrument then binding on the Company and (4) the Notes have
been duly executed and authenticated in accordance with such Indenture and
issued and sold as contemplated by the Registration Statement, the Notes will
constitute valid and binding obligations of the Company, except as limited by
bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and
other similar laws relating to or affecting creditors' rights generally and
general equitable principles (whether considered in a proceeding in equity or at
law) and subject to an implied covenant of reasonableness, good faith and fair
dealing.

We are members of the bar of the State of New York and, for purposes of this
opinion, do not hold ourselves out as experts on the laws of any jurisdiction
other than the law of the State of New York. We have relied upon your opinion of
even date herewith addressed to the Company as to all matters of Hawaii law
related to this opinion.



May 6, 2002
Page 2

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the reference to us under the caption "Validity of
the Notes" in the Registration Statement and to the reference to this opinion in
your opinion filed as an exhibit to the Registration Statement. In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act.

Very truly yours,

/s/ Pillsbury Winthrop LLP