EXHIBIT 5(a)
[ALLETE LOGO]

PHILIP R. HALVERSON
Vice President,
General Counsel and Secretary









                                  May 14, 2003


ALLETE, Inc.
30 West Superior Street
Duluth, Minnesota 55802-2093

Ladies and Gentlemen:

         Reference is made to the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by ALLETE, Inc. (the "Company"), on or
about the date hereof with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, for the registration of 500,000 shares of
the Company's common stock, without par value ("Common Stock"), and the
Preferred Share Purchase Rights attached thereto ("Rights") (the Common Stock
and the Rights herein collectively referred to as the "Shares"), in connection
with the ALLETE and Affiliated Companies Employee Stock Purchase Plan ("Plan").

         In connection therewith, I have reviewed such documents and records as
I have deemed necessary to enable me to express an opinion on the matters
covered hereby.

         Based upon the foregoing, 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.    When the authorized but unissued Common Stock is issued and
               delivered as contemplated by and for the consideration stated in
               the Registration Statement, such Common Stock will be validly
               issued, fully paid and non-assessable and the Rights will be
               validly issued and binding obligations.

         The opinion set forth above with respect to the Rights is 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, dated as of July 24, 1996
("Rights Agreement"), between the Company and the Corporate Secretary of the
Company, as Rights Agent, or the issuance of the Rights or the enforceability of
any particular provision of the Rights Agreement.

         For purposes of the opinions set forth above, I have assumed that a
Minnesota Public Utilities Commission order authorizing the issuance of the
Shares shall have been issued and shall remain in full force and effect at the
time the Shares are issued and that the Company complies with the terms of such
order.




ALLETE, Inc.
May 14, 2003
Page 2


         I am a member of the Minnesota Bar and do not hold myself out as an
expert on the laws of any other jurisdiction. As to all matters of Minnesota
law, Thelen Reid & Priest LLP is hereby authorized to rely upon this opinion to
the same extent as if this opinion had been addressed to them.

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

                                  Sincerely,



                                  Philip R. Halverson

                                  Philip R. Halverson








30 West Superior Street / Duluth, Minnesota 55802-2093 / 218-723-3964 /
Fax 218-723-3960 / E-mail phalverson@allete.com