ALLETE,
Inc.
30
West Superior Street
Duluth,
Minnesota 55802
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(a)
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The
Shares are issued and sold in compliance with authority contained
in an
order or orders of the Minnesota Public Utilities Commission
(“MPUC”);
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(b)
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At
a meeting or meetings of the Company’s Board of Directors, or a duly
authorized committee thereof, favorable action shall have been
taken to
approve and authorize the issuance and sale of the Shares and any
other
action necessary to the consummation of the proposed issuance and
sale of
the Shares;
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(c)
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The
Common Stock shall have been issued and sold for the consideration
contemplated by such resolutions, and as otherwise contemplated
by the
Registration Statement; and
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(d)
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The
Rights shall have been issued in accordance with the terms of the
Amended
and Restated Rights Agreement dated as of July 12, 2006 between
the
Company and the Corporate Secretary of the Company, as Rights
Agent.
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(a)
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The
Offered Bonds are issued and sold in compliance with authority
contained
in an order or orders of the MPUC;
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(b)
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At
a meeting or meetings of the Company’s Board of Directors, or a duly
authorized committee thereof, favorable action shall have been
taken to
approve and authorize the issuance and sale of the Offered Bonds
and any
other action necessary to the consummation of the proposed issuance
and
sale of the Offered Bonds;
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(c)
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The
terms and provisions of the Offered Bonds are approved and established
in
accordance with the Mortgage and within the authority granted by
the then
current resolutions of the Board of Directors, or a duly authorized
committee thereof; and
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(d)
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The
Offered Bonds shall have been issued and sold in accordance with
their
respective terms and provisions and as contemplated by the Registration
Statement.
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