Exhibit 5


                                                                   June 26, 1997

Valley Resources, Inc.
1595 Mendon Road
Cumberland, RI 02864

Ladies and Gentlemen:

     We are  furnishing  this  opinion in  connection  with the filing by Valley
Resources, Inc. (the "Corporation") of a Registration Statement on Form S-2 (the
"Registration  Statement")  with the  Securities  and Exchange  Commission  (the
"Commission")  relating  to the  issuance  by the  Corporation  of up to 713,000
shares of the Corporation's  Common Stock,  $1.00 par value (the "Shares"),  and
$7,000,000   aggregate   principal  amount  of  __%  Debentures  due  2027  (the
"Debentures").

     In connection with this opinion,  we have examined such corporate  records,
certificates and other documents, and reviewed such questions of law, as we have
deemed  necessary  or  appropriate  in order to express the  opinions  contained
herein.

     Based upon such examination, it is our opinion that:

     1.  The  Shares,  when  issued  and  delivered  in the  manner  and for the
consideration  stated in the Prospectus  constituting a part of the Registration
Statement  (the   "Prospectus"),   will  be  legally  issued,   fully  paid  and
non-assessable.

     2. The  Debentures,  when  issued and  delivered  in the manner and for the
consideration  stated in the  Prospectus,  will be legally  issued  and  binding
obligations of the Corporation.

     We  consent to the use of this  opinion  as an Exhibit to the  Registration
Statement  and  to the  use  of our  name  in  the  Registration  Statement  and
Prospectus.




                                          Very truly yours,




                                          EDWARDS & ANGELL



                                          By:/s/ Christine M. Marx
                                             ---------------------
                                                 Partner