EXHIBIT 5(B)


                            THELEN REID & PRIEST LLP
NEW YORK                        ATTORNEYS AT LAW
SAN FRANCISCO                 40 WEST 57TH STREET
WASHINGTON, D.C.            NEW YORK, N.Y. 10019-4097
LOS ANGELES           TEL (212) 603-2000 FAX (212) 603-2001
SILICON VALLEY                www. thelenreid.com
MORRISTOWN, N.J.


                                             March 14, 2001

ALLETE
(legally incorporated as Minnesota Power, Inc.)
30 West Superior Street
Duluth, Minnesota 55802

Ladies and Gentlemen:

          Reference is made to the Registration Statement on Form S-3 to be
filed by ALLETE (legally incorporated as Minnesota Power, Inc.) (the "Company"),
ALLETE Capital II and ALLETE Capital III (the "Trusts") on or about the date
hereof, with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Registration Statement"), for the registration of (i)
securities (the "Securities") in an aggregate offering amount of $500,000,000,
including (a) 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 being collectively referred to as the "Shares"); (b)
one or more proposed new series of the Company's first mortgage bonds ("Bonds")
to be issued under the Company's Mortgage and Deed of Trust, dated as of
September 1, 1945, with Irving Trust Company (now The Bank of New York) and
Richard H. West (Douglas J. MacInnes, successor), as mortgage trustees (the
"Mortgage"); (c) unsecured debt securities ("Debt Securities") of the Company to
be issued pursuant to the terms of an Indenture, dated February 1, 2001, from
the Company to LaSalle Bank National Association (the "Debt Security
Indenture"); and (d) preferred trust securities ("Preferred Trust Securities")
of one or more of the Trusts; (ii) the guarantee of the Company with respect to
the Preferred Trust Securities (the "Guarantee"); and (iii) the Company's Junior
Subordinated Debentures ("Subordinated Debentures") to be issued pursuant to the
terms of an indenture ("Subordinated Indenture") and purchased by one or more of
the Trusts with the sale of Preferred Trust Securities.

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

          Based upon the foregoing, 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 Common Stock validly issued,
fully paid and non-assessable and the Rights validly issued will have been taken
when:

          (a)  The Minnesota Public Utilities Commission ("MPUC") shall have
               issued an order or orders authorizing the issuance and sale of
               the Shares;




March 14, 2001
Page 2


          (b)  At a meeting or meetings of the Company's Board of Directors (or
               the Executive Committee of the Board of Directors) 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;

          (c)  The Common Stock shall have been issued and sold for the
               consideration contemplated in the Registration Statement and any
               prospectus supplement relating to the Common Stock; 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 of the Company, as Rights
               Agent.

          3.   With respect to those Bonds which are to be issued at any one
time ("Offered Bonds"), all action necessary to make the Offered Bonds valid,
legal and binding obligations of the Company will have been taken when:

          (a)  The MPUC shall have issued an order or orders authorizing the
               issuance and sale of the Offered Bonds;

          (b)  At a meeting or meetings of the Company's Board of Directors (or
               Executive Committee of the Board of Directors) favorable action
               shall have been taken to approve and authorize the issuance and
               sale of the Offered Bonds, the execution and delivery of an
               appropriate supplemental indenture ("Supplemental Indenture") to
               the Company's Mortgage, and any other action necessary to the
               consummation of the proposed issuance and sale of the Offered
               Bonds;

          (c)  The aforementioned Supplemental Indenture shall have been duly
               executed and delivered to the parties thereto; and

          (d)  The Offered Bonds shall have been duly executed, authenticated,
               issued and delivered for the consideration contemplated in the
               Registration Statement and any prospectus supplement relating to
               the Offered Bonds and in accordance with the provisions of the
               Company's Mortgage, as heretofore supplemented and to be further
               supplemented by the aforementioned Supplemental Indenture.

          4.   With respect to those Debt Securities which are to be issued
at any one time ("Offered Debt Securities"), all requisite action necessary to
make the Offered Debt Securities valid, legal and binding obligations of the
Company shall have been taken when:

          (a)  The MPUC shall have issued an order or orders authorizing the
               issuance and sale of the Offered Debt Securities;




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          (b)  At a meeting or meetings of the Company's Board of Directors (or
               the Executive Committee of the Board of Directors) favorable
               action shall have been taken to approve and authorize the
               issuance and sale of the Offered Debt Securities, the execution
               and delivery of an appropriate Officer's Certificate
               ("Certificate") under the Debt Security Indenture and any other
               action necessary to the consummation of the proposed issuance and
               sale of the Offered Debt Securities;

          (c)  The Certificate shall have been duly executed and delivered by an
               appropriate officer of the Company; and

          (d)  The Offered Debt Securities shall have been duly executed,
               authenticated, issued and delivered for the consideration
               contemplated in the Registration Statement and any prospectus
               supplement relating to the Offered Debt Securities and in
               accordance with the provisions of the Debt Security Indenture, as
               heretofore supplemented and to be further supplemented by the
               aforementioned Certificate.

          5.   All requisite action necessary to make the Guarantee a valid,
legal and binding obligation of the Company will have been taken when the Board
of Directors of the Company, or an officer duly authorized thereby, shall have
taken such action as may be necessary to establish the terms of the Guarantee
and the Guarantee shall have been duly executed and delivered by the parties
thereto.

          6.   All requisite action necessary to make the Subordinated
Debentures valid, legal and binding obligations of the Company will have been
taken when:

          (a)  The MPUC shall have issued an order or orders authorizing the
               issuance and sale of the Subordinated Debentures;

          (b)  At a meeting or meetings of the Company's Board of Directors (or
               the Executive Committee of the Board of Directors) favorable
               action shall have been taken to approve and authorize the
               issuance and sale of the Subordinated Debentures, the execution
               and delivery of a Subordinated Indenture and any other action
               necessary to the consummation of the proposed issuance and sale
               of the Subordinated Debentures;

          (c)  The Subordinated Indenture shall have been duly executed and
               delivered by a duly authorized officer or representative of the
               Company and by the trustee under the Subordinated Indenture; and

          (d)  The Board of Directors of the Company, or an officer duly
               authorized thereby, shall have taken such action, pursuant to the
               terms of the Subordinated Indenture, as may be necessary to
               establish the terms of the Subordinated Debentures, and the
               Subordinated Debentures shall have been duly executed,
               authenticated, issued and delivered for the consideration




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               contemplated in the Registration Statement and any prospectus
               supplement relating to the Subordinated Debentures and in
               accordance with the terms and provisions of the Subordinated
               Indenture.

          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 governed by the
laws of the State of Minnesota, we have relied with your consent upon an opinion
of even date herewith addressed to you by Philip R. Halverson, Esq., Vice
President, General Counsel and Secretary of the Company.

          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to us in the Prospectus
included in the Registration Statement under the caption "Legal Opinions." In
giving the foregoing consents, we do not hereby admit that we belong to the
class of persons whose consent is required under Section 7 of the Securities
Act, or the rules and regulations promulgated thereunder.

                                             Very truly yours,

                                             /s/ Thelen Reid & Priest LLP

                                             THELEN REID & PRIEST LLP