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MDU RESOURCES GROUP INC FILES (8-K) Disclosing Other Events, Financial Statements and Exhibits

May 19, 2014



Item 8.01 Other Events.

In connection with the continuous equity offering program under which MDU Resources Group, Inc. (the "Company") may sell up to 5,275,670 shares of the Company's common stock, par value $1.00 per share (the "Shares"), from time to time in "at the market" offerings (the "Offering"), the Company filed a prospectus supplement dated May 16, 2014 (the "Prospectus Supplement") with the Securities and Exchange Commission (the "SEC"). The Shares will be issued pursuant to the Prospectus Supplement and the Company's automatic shelf registration statement on Form S-3 (File No. 333-195990) filed on May 15, 2014, with the SEC (the "Registration Statement"). This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state.

This Current Report on Form 8-K is being filed in order to file certain documents in connection with the Offering as exhibits to the Registration Statement and is incorporated by reference into the Registration Statement. Accordingly, such exhibits are also incorporated by reference into the Registration Statement as exhibits thereto.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. 5(a) Opinion of Paul K. Sandness, Esq., General Counsel to MDU Resources Group, Inc., regarding the legality of the Shares. 5(b) Opinion of Cohen Tauber Spievack & Wagner P.C., special counsel to MDU Resources Group, Inc., regarding the legality of the Shares. 23(a) Consent of Deloitte & Touche LLP. 23(b) Consent of Paul K. Sandness, Esq. is contained in his opinion filed as Exhibit 5(a) to this Current Report on Form 8-K. 23(c) Consent of Cohen Tauber Spievack & Wagner is contained in its opinion filed as Exhibit 5(b) to this Current Report on Form 8-K. 2



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