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& Africa Abu Dhabi Almaty Amsterdam Antwerp Bahrain Baku Barcelona Berlin Brussels Budapest Cairo Casablanca Doha Dubai Dusseldorf Frankfurt/Main Geneva Istanbul Jeddah* Johannesburg Kyiv London Luxembourg Madrid Milan Munich Paris Prague Riyadh* Rome Stockholm Vienna Warsaw Zurich The Americas Bogota Brasilia** Buenos Aires Caracas Chicago Dallas Guadalajara Houston Juarez Lima Mexico City Miami Monterrey New York Palo Alto Porto Alegre** Rio de Janeiro** San Francisco Santiago Sao Paulo** Tijuana Toronto Valencia Washington, DC * Associated Firm ** In cooperation with Trench, Rossi e Watanabe Advogados | | March 24, 2023 NiSource Inc. 801 East 86th Avenue Merrillville, Indiana 46410 Re: 5.250% Notes due 2028 Ladies and Gentlemen: We have acted as counsel for NiSource Inc., a Delaware corporation (the “Company”), in connection with the issuance and sale of $750,000,000 aggregate principal amount of the Company’s 5.250% Notes due 2028 (the “Notes”). The Notes were issued under that certain Indenture dated as of November 14, 2000 (as amended and supplemented to the date hereof, the “Indenture”) between the Company (as successor to NiSource Finance Corp.) and The Bank of New York Mellon, as successor trustee (the “Trustee”). The Notes were sold by the Company pursuant to a Terms Agreement, dated March 21, 2023 (the “Terms Agreement”), by and among the Company and the underwriters named therein. The Notes were offered and sold by the Company pursuant to a registration statement on Form S-3ASR filed with the Securities and Exchange Commission (the “Commission”) on November 1, 2022 (Registration Number 333-268084) (the “Registration Statement”), as supplemented by that certain prospectus supplement dated March 21, 2023 (the “Prospectus Supplement”). We have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of (i) the governing documents and agreements, as applicable, of the Company, (ii) the Registration Statement and all exhibits thereto, (iii) the Prospectus Supplement, (iv) certain resolutions of the Board of Directors of the Company, (v) the Indenture, (vi) the form of global note representing the Notes and (vii) such other corporate records, agreements, documents, instruments and certificates or comparable documents of public officials and officers and representatives of the Company as we have deemed necessary or appropriate for the expression of the opinions contained herein. In making the foregoing examinations, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies thereof and the authenticity of the originals of such latter documents. As to various questions of fact material to the opinions expressed below, we have, without independent third party verification of their accuracy, relied in part, and to the extent we deem reasonably necessary or appropriate, upon the representations and warranties of the Company contained in such documents, records, certificates, instruments or representations furnished or made available to us by the Company and upon certificates of public officials. |
