SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 20, 1998
Northern States Power Company
(Exact name of registrant as specified in its charter)
Minnesota
(State or other jurisdiction of incorporation)
1-3034 41-0448030
(Commission File Number) (IRS Employer Identification No.)
414 Nicollet Mall, Mpls,MN 55401
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
612-330-5500
(Former name or former address, if changed since last report)
Item 5. Other Events
In connection with the two-for-one stock split to be effective
June 1, 1998, and pursuant to Rule 416(b) under the Securities
Act of 1933, the number of shares of common stock of Northern
States Power Company registered by Registration Statement No.333-
00415 has been increased from 3,500,000 shares to 4,624,674
shares.
Item 7. Financial Statements and Exhibits
(c) EXHIBITS
Exhibit
No. Description
5.01 Opinion of counsel as to legality of the
Common Stock offered by Registration Statement No.
333-00415
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Northern States Power Company
(a Minnesota Corporation)
By /s/
John P. Moore, Jr.
Corporate Secretary
Dated: May 20, 1998
EXHIBIT INDEX
Method of Exhibit
Filing No. Description
DT 5.01 Opinion of counsel as to
legality of the Common
Stock offered by
Registration Statement
No. 333-00415
DT = Filed electronically with this direct transmission.
Exhibit No. 5.01
May 20, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: 1,124,674 shares of Common Stock of Northern States Power
Company, a Minnesota Corporation.
Ladies and Gentlemen:
I am participating in the proceedings incident to the
proposed issuance by Northern States Power Company, a Minnesota
corporation (the "Company"), of up to 1,124,674 shares of Common
Stock, par value $2.50 per share (the "shares"), pursuant to the
Company's Dividend Reinvestment and Stock Purchase Plan (the
"Plan"). I have examined all records, instruments, and documents
which I have deemed necessary to examine for the purposes of this
opinion, including the Registration Statement on Form S-3, as
amended, relating to the Plan previously filed by the Company
pursuant to the Securities Act of 1933.
Based upon the foregoing and upon my general familiarity
with the Company and its affairs, I am of the opinion:
1. That the Company is a duly organized and validly existing
corporation under the laws of the State of Minnesota and
that it is legally qualified and authorized to operate
and conduct business in the State of Minnesota.
2. When, as and if the shares have been duly issued and
delivered, and the consideration for the shares has been
duly received by the Company, all in the manner
contemplated by said Registration Statement, the shares
will be legally issued, fully paid, and nonassessable
shares of stock of the Company.
I hereby consent to the incorporation of this opinion into
said Registration Statement and the reference to me under the
heading "Experts" in said Registration Statement.
Respectfully submitted,
/s/
Gary R. Johnson
Vice President and General Counsel
