EXHIBIT 5
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                                      October 27, 2000


   Securities and Exchange Commission
   450 Fifth Street, N.W.
   Washington, D. C. 20549-1004

          RE:  NEW NISOURCE INC. - REGISTRATION OF 6,800
               COMMON SHARES ON FORM S-3
               -----------------------------------------

   Ladies and Gentlemen:

          We have acted as special counsel to New NiSource Inc., a
   Delaware corporation (the "Company"), in connection with the Company's
   filing of a Registration Statement on Form S-3 (the "Registration
   Statement") covering 6,800 common shares, $.01 par value per
   share (and the associated preferred share purchase rights) of the
   Company (the "Shares") to be issued under the IWC Resources
   Corporation Employee Thrift Plan and Trust (the "Plan").

          In this connection we have made such investigation and have
   examined such documents as we have deemed necessary in order to enable
   us to render the opinion contained herein.

          Based upon the foregoing, we are of the opinion that (i) the
   written provisions of the current Plan document as amended comply with
   the applicable provisions of the Employee Retirement Income Security
   Act of 1974; and (ii) the Shares, when issued in accordance with the
   terms of the Plan, and pursuant to the Registration Statement, will
   be legally issued, fully paid and nonassessable.

          We hereby consent to the filing of this opinion as an exhibit
   to the Registration Statement.

                                      Very truly yours,

                                      SCHIFF HARDIN & WAITE



                                      By:  /s/  Frederick L. Hartmann
                                           ----------------------------
                                                Frederick L. Hartmann