8-K

UNITED STATES 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) June 28, 2007 (June 25, 2007) 

MDU Resources Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-3480	41-0423660
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1200 West Century Avenue

P.O. Box 5650

Bismarck, North Dakota 58506-5650

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (701) 530-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

q	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
q	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
q	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
q	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On June 25, 2007, MDU Resources Group Inc. (the "Company") entered into an Amendment to Sales Agency Financing Agreement (the “Amendment”) with Wells Fargo Securities, LLC (“Wells Fargo”), which amended the Sales Agency Financing Agreement, dated as of July 27, 2006, between the Company and Wells Fargo (the “Agreement” and, together with the Amendment, the “Sales Agreement”), with respect to the issuance and sale of up to 3,000,000 shares (the “Common Shares”) of the Company’s common stock, par value $1.00 per share, together with preference share purchase rights appurtenant thereto.  The Common Shares may be offered for sale, from time to time, in accordance with the terms of the Sales Agreement, which terminates by its terms on December 1, 2008.  The offering of the Common Shares will be made pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-104150), as amended, which became effective on September 26, 2003 (the “Registration Statement”), as supplemented by a prospectus supplement, dated June 28, 2007, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

The Agreement was filed as Exhibit 1 to the Company’s Current Report on Form 8-K, which was filed with the SEC on July 27, 2006.  The Amendment is filed as Exhibit 1 to this Current Report on Form 8-K.  The opinions of Paul K. Sandness, General Counsel to the Company, and Thelen Reid Brown Raysman & Steiner LLP,  special counsel to the Company, regarding the validity of the Common Shares are filed as Exhibits 5.1 and 5.2, respectively, to this Current Report on Form 8-K in lieu of filing them as exhibits to the Registration Statement by means of a post-effective amendment.  Instead, upon filing, this Current Report on Form 8-K is incorporated by reference into the Registration Statement.  Accordingly, such exhibits are also incorporated by reference into the Registration Statement as exhibits thereto.  The consents of Paul K. Sandness, Esq. and Thelen Reid Brown Raysman & Steiner LLP (designated as Exhibits 23.1 and 23.2, respectively) are contained in their respective opinions.

Item 9.01.  Financial Statements and Exhibits.

(d)Exhibits

1 Amendment to Sales Agency Financing Agreement entered into between MDU Resources Group, Inc. and Wells Fargo Securities, LLC.

5.1 Opinion of Paul K. Sandness, Esq., General Counsel to MDU Resources Group, Inc.

5.2 Opinion of Thelen Reid Brown Raysman & Steiner LLP, special counsel to MDU Resources Group, Inc.

23.1 The consent of Paul K. Sandness, Esq. is contained in his opinion filed as Exhibit 5.1 to this Current Report on Form 8-K.

23.2 The consent of Thelen Reid Brown Raysman & Steiner LLP is contained in its opinion filed as Exhibit 5.2 to this Current Report on Form 8-K.

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SIGNATURE

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.

	MDU RESOURCES GROUP, INC.
Dated:   June 28, 2007	By:	/s/ Doran N. Schwartz
		Doran N. Schwartz
		Vice President and Chief Accounting Officer

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EXHIBIT INDEX

Exhibit Number	Description of Exhibit
1	Amendment to Sales Agency Financing Agreement entered into between MDU Resources Group, Inc. and Wells Fargo Securities, LLC
5.1	Opinion of Paul K. Sandness, Esq., General Counsel to MDU Resources Group, Inc.
5.2	Opinion of Thelen Reid Brown Raysman & Steiner LLP, special counsel to MDU Resources Group, Inc.
23.1	The consent of Paul K. Sandness, Esq. is contained in his opinion filed as Exhibit 5.1 to this Current Report on Form 8-K.
23.2	The consent of Thelen Reid Brown Raysman & Steiner LLP is contained in its opinion filed as Exhibit 5.2 to this Current Report on Form 8-K.

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EX-1

Exhibit 1

AMENDMENT TO

SALES AGENCY FINANCING AGREEMENT

THIS AMENDMENT (“Amendment”) is made and entered into as of June 25, 2007, between each of MDU Resources Group, Inc., a Delaware corporation (the “Company”), and Wells Fargo Securities, LLC (“Wells Fargo”).

WHEREAS, the Company and Wells Fargo have entered into that certain Sales Agency Financing Agreement  dated as of July 27, 2006 (the “Agreement”), and

WHEREAS, the Company and Wells Fargo desire to effect certain changes to the Agreement as set forth herein;

NOW, THEREFORE, in consideration of the mutual agreements contained herein, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Company and Wells Fargo hereby agree as follows (capitalized terms used but not defined herein having the respective meaning ascribed thereto in the Agreement):

(1)           The definition of Commitment Period in Section 1.01 of the Agreement shall be deleted in its entirety and replaced with the following:

“Commitment Period” means the period commencing on the date of this Agreement and expiring on the earliest to occur of (x) the date on which Wells Fargo shall have distributed the Maximum Program Amount pursuant to this Agreement, (y) the date this Agreement is terminated pursuant to Article VII and (z) December 1, 2008.

(2)           All references to “Thelen Reid & Priest” shall be deleted and replaced with “Thelen Reid Brown Raysman & Steiner LLP”

(3)           Clause (ii) of Section 9.02 shall be amended to substitute the number “$125,000” for “$75,000”.

(4)           The Company hereby agrees (x) to file a Prospectus Supplement, in form and substance to be agreed upon by the parties, setting forth information regarding the Agreement, as amended hereby and (y) to promptly reimburse Wells Fargo approximately $10,000 for reimbursable legal expenses in connection with the Agreement.

(5)           THIS AMENDMENT SHALL BE GOVERNED BY, INTERPRETED UNDER AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS THEREOF.

(6)           Except as expressly set forth herein, nothing in this Amendment shall be construed to amend, modify or alter any term, condition, right or obligation set forth in the Agreement or in any way affect its enforceability.

(7)           The Agreement as amended by this Amendment is in full force and effect and is hereby in all respects ratified and confirmed.  References in the Agreement to “this Agreement” and to words such as “herein”, “hereinafter”, “hereof”, “hereunder” and any words of similar import shall refer to the Agreement as amended by this Amendment.

(8)           This Amendment may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall constitute one instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by the undersigned, thereunto duly authorized, as of the date first set forth above.

MDU RESOURCES GROUP, INC.
By:	/s/ Vernon A. Raile
	Name: Vernon A. Raile Title:   Executive Vice President, Treasurer and Chief Financial Officer
WELLS FARGO SECURITIES, LLC
By:	/s/ S. Lane Genatowski
	Name:  S. Lane Genatowski Title:   Managing Director

EX-5.1

Exhibit 5.1

OPINION OF PAUL K. SANDNESS, ESQ.,

GENERAL COUNSEL TO MDU RESOURCES GROUP, INC.

[LETTERHEAD OF MDU RESOURCES GROUP, INC.]

June 28, 2007

MDU Resources Group, Inc.

1200 West Century Avenue

P.O. Box 5650

Bismarck, North Dakota 58506-5650

Ladies and Gentlemen:

I am General Counsel and Secretary of  MDU Resources Group, Inc., a Delaware corporation (the “Company”).  I refer to the opinion of Lester H. Loble, II, Esq., the former Executive Vice President, General Counsel and Secretary of the Company, dated June 13, 2003 (the “June 13 Opinion”), addressed to the Company with respect to $500,000,000 in aggregate amount of (i) debt securities and (ii) common stock, par value $1.00 per share, together with the preference share purchase rights attached thereto (the “Rights”), registered under the Securities Act of 1933, as amended, (the “Securities Act”), on the Registration Statement on Form S-3 (Registration No. 333-104150), as heretofore amended, which became effective on September 26, 2003 (the “Registration Statement”).  This opinion is supplemental to the June 13 Opinion.

In connection with this opinion, I have examined originals or copies, certified or otherwise identified to my satisfaction, of (i) the Registration Statement, (ii) the prospectus, dated September 26, 2003, forming a part of the Registration Statement, as supplemented by a prospectus supplement, dated June 28, 2007 (collectively, the “Prospectus”), relating to the offer and sale of up to 3,000,000 shares (the “Shares”) of the Company’s Common Stock, $1.00 par value per share, together with the preference share purchase rights attached thereto, (iii) the Rights Agreement, dated as of November 12, 1998, between the Company and Wells Fargo Bank Minnesota, N.A. (formerly Norwest Bank Minnesota, N.A.), as Rights Agent, together with the exhibits thereto, pursuant to which the Rights were created, (iv) the orders of the Federal Energy Regulatory Commission, dated September 13, 2006, and Errata, dated September 21, 2006, the Montana Public Service Commission, dated August 29, 2006, and the Public Service Commission of Wyoming, dated October 6, 2006 (effective October 2, 2006) (collectively, the “Orders”), and (v) such other instruments, certificates, records and documents, and such matters of law, as I have considered necessary or appropriate for the purposes hereof.

Based on the foregoing, subject to the limitations, assumptions and qualifications contained in this opinion, I am of the opinion that:

1. The Company is a corporation validly organized and existing under the laws of the State of Delaware.

2. When the Shares have been sold as contemplated in the Registration Statement and the Prospectus, they will be validly issued, fully paid and non-assessable.

3. When the Rights have been issued as contemplated in the Registration Statement and the Prospectus, they will be validly issued and will represent legally binding obligations of the Company under the laws of the State of Delaware.

In rendering the opinions expressed above, I have assumed that, upon expiration of the existing authorizations contained in the Orders relating to the issuance and delivery of the Shares and the Rights, the Company will have obtained, on a timely basis, such further authorizations from the respective commissions as may be required to permit the continued issuance and delivery of the Shares and Rights on the terms contemplated by the Registration Statement and the Prospectus.

Insofar as the opinions expressed herein relate to the laws of the State of New York, 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 Brown Raysman & Steiner LLP, special counsel to the Company, which opinion is to be filed, along with this opinion, as an exhibit to the Company’s Current Report on Form 8-K, which will be dated on or about the date hereof.

I hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to me 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/ Paul K. Sandness

     PAUL K. SANDNESS, ESQ.

EX-5.2

Exhibit 5.2

June 28, 2007

MDU Resources Group, Inc.

1200 West Century Avenue

P.O. Box 5650

Bismarck, North Dakota 58506-5650

Ladies and Gentlemen:

We are acting as special counsel to MDU Resources Group, Inc., a Delaware corporation (the “Company”).  We refer to our opinion, dated June 13, 2003 (the “June 13 Opinion”), addressed to the Company with respect to $500,000,000 in aggregate amount of (i) debt securities and (ii) common stock, par value $1.00 per share, together with the preference share purchase rights attached thereto (the “Rights”), registered under the Securities Act of 1933, as amended, (the “Securities Act”), on the Registration Statement on Form S-3 (Registration No. 333-104150), as heretofore amended, which became effective on September 26, 2003 (the “Registration Statement”).  This opinion is supplemental to the June 13 Opinion.

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the prospectus, dated September 26, 2003, forming a part of the Registration Statement, as supplemented by a prospectus supplement, dated June 28, 2007 (collectively, the “Prospectus”), relating to the offer and sale of up to 3,000,000 shares (the “Shares”) of the Company’s Common Stock, $1.00 par value per share, together with the preference share purchase rights attached thereto, (iii) the Rights Agreement, dated as of November 12, 1998, between the Company and Wells Fargo Bank Minnesota, N.A. (formerly Norwest Bank Minnesota, N.A.), as Rights Agent, together with the exhibits thereto, pursuant to which the Rights were created, (iv) the orders of the Federal Energy Regulatory Commission, dated September 13, 2006, and Errata, dated September 21, 2006, the Montana Public Service Commission, dated August 29, 2006, and the Public Service Commission of Wyoming, dated October 6, 2006 (effective October 2, 2006) (collectively, the “Orders”), and (v) such other instruments, certificates, records and documents, and such matters of law, as we have considered necessary or appropriate for the purposes hereof.

Based on the foregoing, subject to the limitations, assumptions and qualifications contained in this opinion, we are of the opinion that:

1. The Company is a corporation validly organized and existing under the laws of the State of Delaware.

2. When the Shares have been sold as contemplated in the Registration Statement and the Prospectus, they will be validly issued, fully paid and non-assessable.

3. When the Rights have been issued as contemplated in the Registration Statement and the Prospectus, they will be validly issued and will represent legally binding obligations of the Company under the laws of the State of Delaware.

In rendering the opinions expressed above, we have assumed that, upon expiration of the existing authorizations contained in the Orders relating to the issuance and delivery of the Shares and the Rights, the Company will have obtained, on a timely basis, such further authorizations from the respective commissions as may be required to permit the continued issuance and delivery of the Shares and Rights on the terms contemplated by the Registration Statement and the Prospectus.

Our opinions expressed above are limited to the law of the State of New York, 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 and the federal laws of the United States of America.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the use of our name, as special counsel, therein.  In giving the foregoing consent, we do not thereby admit that we are 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/ Thelen Reid Brown Raysman & Steiner LLP

    THELEN REID BROWN RAYSMAN & STEINER LLP