Exhibit 5(a)
[LETTERHEAD OF MDU RESOURCES GROUP, INC.]
November 7, 2000
MDU Resources Group, Inc.
Schuchart Building
918 East Divide Avenue
P.O. Box 5650
Bismarck, North Dakota 58506-5650
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-3 to be filed
on or about the date hereof with the Securities and Exchange Commission (the
"Commission") by MDU Resources Group, Inc. (the "Company") under the Securities
Act of 1933, as amended (the "Securities Act"), contemplating the issuance and
sale, from time to time, of up to 4,500,000 additional shares of its Common
Stock, par value $1.00 per share (the "New Stock") and the Preference Share
Purchase Rights appurtenant thereto (the "Rights"), which will be sold by the
Company, it is my opinion that:
1. The Company is a corporation validly organized and existing under
the laws of the state of Delaware and is duly qualified to do business as a
foreign corporation in the states of Minnesota, Montana, North Dakota, South
Dakota and Wyoming.
2. When
(a) appropriate authorizations by the Federal Energy Regulatory
Commission, the Montana Public Service Commission and the
Public Service Commission of Wyoming with respect to the
issuance and sale by the Company of the New Stock shall have
been granted;
(b) the Company's said Registration Statement on Form S-3 shall
have become effective;
(c) the Company's Board of Directors or a duly authorized
committee thereof shall have approved the issuance and sale
of the New Stock by the Company; and
(d) the New Stock shall have been duly issued and delivered by
the Company for the consideration set forth in the aforesaid
Registration Statement and in accordance with the actions
hereinabove mentioned,
the New Stock will be validly issued, fully paid and non-assessable.
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(3) The Rights, when issued as contemplated by the Registration
Statement, will be validly issued.
I am a member of the North Dakota and Montana Bars and do not hold
myself out as an expert on the laws of the States of Minnesota, Wyoming or South
Dakota, but I have made a study through counsel located in such jurisdictions or
otherwise of such jurisdictions insofar as such laws are involved in the
conclusions expressed in this opinion. Insofar as the opinions expressed herein
relate to the General Corporation Law of the State of Delaware, the applicable
provisions of the Delaware Constitution and the reported judicial decisions
interpreting the Delaware laws, or the federal laws of the United States of
America, I have relied on the opinion of even date herewith of Thelen Reid &
Priest LLP, counsel to the Company, which opinion is to be filed as an exhibit
to the Registration Statement.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of my name, as counsel, therein. In giving
the foregoing consent, I do not thereby admit that I am in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Lester H. Loble, II
Lester H. Loble, II
Vice President, General Counsel
and Secretary
