Exhibit 5


                                                  April 9, 1998



Indiana Michigan Power Company
One Summit Square
Fort Wayne, Indiana  46801

Dear Sirs:

          With respect to the Registration Statement on Form S-3 of Indiana
Michigan Power Company (hereinafter called the "Company") relating to the 
issuance and sale by the Company of its Junior Subordinated Debentures 
(hereinafter called the "Junior Subordinated Debentures"), we wish to advise
you as follows:

          We are of the opinion that, when the steps mentioned in the next 
paragraph below have been taken, the Junior Subordinated Debentures will be 
valid, legal and binding obligations of the Company, subject to the effects 
of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
and other similar laws relating to or affecting creditors' rights generally, 
general equitable principles (whether considered in a proceeding in equity 
or at law) and an implied covenant of good faith and fair dealing.

          The steps to be taken which are referred to in the next preceding 
paragraph consist of the following:

          (1)  Appropriate definitive action by the Board of Directors of the
     Company with respect to the proposed transaction set forth in said 
     Registration Statement;

          (2)  Appropriate action by and before the Indiana Utility Regulatory
     Commission in respect of the proposed transaction set forth in said 
     Registration Statement;

          (3)  Compliance with the Securities Act of 1933, as amended, and 
     with the Trust Indenture Act of 1939, as amended; and

          (4)  Issuance and sale of the Junior Subordinated Debentures by the
     Company in accordance with the governmental and corporate authorizations
     aforesaid.

          Insofar as this opinion relates to matters governed by laws of the 
     State of New York and the Federal law of the United States, this firm has 
     consulted, and may consult further, with local counsel in which this 
     firm has confidence and will rely, as to such matters, upon such 
     opinions or advice of such counsel which will be delivered to this firm 
     prior to the closing of the sale of the Junior Subordinated Debentures.

          We consent to the filing of this opinion as an exhibit to said 
Registration Statement and to the use of our name and the inclusion of the 
statements in regard to us set forth in said Registration Statement under 
the caption "Legal Opinions".

                         Very truly yours,

                         /s/ Simpson Thacher & Bartlett     

                         SIMPSON THACHER & BARTLETT