EXHIBIT 5
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SCHIFF HARDIN & WAITE
6600 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., formerly NIPSCO
Industries, 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 273,000 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
Employee Savings Plan (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