EXHIBIT 5
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SCHIFF HARDIN & WAITE
7200 Sears Tower, Chicago, Illinois 60606
(312) 258-5500
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April 20, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D. C. 20549-1004
Re: NiSource Inc. - Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as counsel to NiSource Inc., an Indiana
corporation (the "Corporation"), in connection with the Corporation's
filing of a Registration Statement on Form S-3 (the "Registration
Statement") relating to the offer and sale by the Corporation of
14,000 of its common shares, without par value (including associated
preferred share purchase rights) (the "Common Shares"), as more fully
described in the Registration Statement, through the Bay State Gas
Company Savings Plan for Operating Employees (the "Plan").
In this connection, we have examined such documents and have made
such factual and legal investigations as we have deemed necessary or
appropriate for purposes of this opinion.
Based upon the foregoing, we are of the opinion that: (i) the
written provisions of the current Plan documents comply with the
applicable provisions of the Employee Retirement Income Security Act
of 1974; and (ii) the Common Shares have been duly authorized and,
when issued upon payment therefor, as contemplated in 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/ Robert J. Minkus
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Robert J. Minkus