EXHIBIT 5
                                July 29, 1994





Niagara Mohawk Power Corporation
300 Erie Boulevard West
Syracuse, New York 13202


            Re:  Niagara Mohawk Power Corporation (the "Company")
                 Registration Statement on Form S-3 relating to 2,500,000
                 Shares of Common Stock pursuant to the Company's Dividend
                 Reinvestment and Common Stock Purchase Plan (the "Plan") 
                 _________________________________________________________


Ladies and Gentlemen:

                 In connection with the proposed issuance under the Plan by
the Company from time to time of 2,500,000 shares of the Company's Common
Stock having a par value of $1 per share (the "Shares") and with the
registration of the Shares under the Securities Act of 1933, as amended (the
"Act"), we have examined such corporate records, other documents and
questions of law as we considered necessary for the purpose of this opinion.
We advise you that the Shares will be legally issued, fully paid and non-
assessable if, at the time of the issuance of the Shares:

                 1.   The Board of Directors of the Company shall have
                      authorized the issuance and sale of the Shares under
                      the terms of the Plan;

                 2.   The Public Service Commission of the State of New York
                      shall have authorized the issuance and sale of the
                      Shares:

                 3.   The Registration Statement of the Company on Form S-3
                      shall have become and remain effective for the purpose
                      of the offer and sale of the Shares; and

                 4.   The Shares shall have been duly issued and paid for as
                      provided in the Plan (in an amount not less than the $1
                      par value thereof).

                 We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement of the Company on Form S-3 with respect to the
Plan and the Shares to be issued and sold thereunder.  We further consent to
the use of the name of this firm in said Registration Statement and in the
Prospectus forming a part thereof.  In giving this consent, we do not thereby
admit that we are within the category of persons whose consent is required
pursuant to Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission.

                                     Very truly yours,

                                     WINTHROP, STIMSON, PUTNAM & ROBERTS