Exhibit 5



                                                              November 28, 1997



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

Ladies and Gentlemen:

     This  opinion  is  furnished  in  connection  with  the  filing  by  Valley
Resources,  Inc. (the  "Company") of a  Registration  Statement on Form S-3 (the
"Registration  Statement")  registering  under the  Securities  Act of 1933,  as
amended,  208,875 shares of Common Stock,  $1.00 par value (the "Common Stock"),
to be issued pursuant to the Company's Direct Stock Purchase Plan (the "Plan").

     As counsel for the  Company,  we  participated  in the  preparation  of the
Registration  Statement and have examined such other  certificates and documents
as we deemed necessary or appropriate for the purposes of this opinion.

     Based upon the  foregoing,  we are of the opinion that the shares of Common
Stock being registered by theRegistration Statement, when issued and paid for as
contemplated by the Plan, will be validly issued, fully paid and non-assessable.

     We  hereby  consent  to the  reference  to  our  firm  in the  Registration
Statement.

                                             Very truly yours,



                                             EDWARDS & ANGELL