Exhibit 5

December 10, 1999


Aquarion Company
835 Main Street
Bridgeport, CT  06601-2353

     Re:  Aquarion Company 1999 Stock Incentive Plan
          REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen::

     We  are  counsel  for  Aquarion  Company,  a Delaware corporation (the
"Company"),  and  issue  the  following  opinion  in  connection   with   a
Registration  Statement  on  Form S-8 (the "Registration Statement"), to be
filed by the Company under the  Securities  Act  of  1933,  as amended (the
"Act"),  with  respect to the proposed offering by the Company  of  750,000
shares of its Common  Stock,  no  par  value  (the  "Shares"),  and related
Preferred  Share  Purchase  Rights  (the "Rights"), in connection with  the
Company's 1999 Stock Incentive Plan (the "Plan").

     We  have  examined  originals  or  copies,   certified   or  otherwise
identified   to   our   satisfaction,   of   the  Restated  Certificate  of
Incorporation and By-laws of the Company, each  as  amended, and such other
documents,  corporate  records,  certificates  of  public   officials   and
instruments as we have considered necessary or advisable for the purpose of
this  opinion.  We have assumed the authenticity of all documents submitted
to us as  originals  and  the  conformity  to  original  documents  of  all
documents  submitted  to  us as copies.  We have not independently verified
such information and assumptions.

     We are members of the  Bar  of the State of Connecticut and we express
no opinion as to the law of any jurisdiction  other  than  the  laws of the
State of Connecticut and Delaware corporate law.

     Subject to the foregoing and based on such examination and review,  we
are of the opinion that:


     1.  When the Registration Statement has become effective under the Act
and the Shares have been  issued and  delivered against payment therefor in
accordance with the applicable provisions  of  the  Plan, the Shares issued
pursuant to the Plan will be duly authorized, validly  issued,  fully  paid
and non-assessable.

     2.   Assuming  that  the  Rights Agreement, dated as of June 25, 1996,
between   the  Company  and  ChaseMellon   Shareholder   Services,   L.L.C.
("ChaseMellon"),  and  the First Amendment to Rights Agreement, dated as of
May  31,  1999,  between  the  Company  and  ChaseMellon,  have  been  duly
authorized, executed and delivered  by  ChaseMellon,  when the Registration
Statement  has  become  effective  under the Act and the Shares  have  been
validly issued and delivered as contemplated  in  the  preceding paragraph,
the Rights attributable to the Shares will be validly issued.

     We hereby consent to the filing of this opinion as  an  exhibit to the
Registration Statement.  In giving the foregoing consent, we do not thereby
admit  that  we  are  in the category of persons whose consent is  required
under Section 7 of this Act, or the rules and regulations of the Securities
and Exchange Commission thereunder.

                                    Very truly yours,

                                    DAY BERRY & HOWARD LLP




                                    By:/s/ Day, Berry & Howard LLP
                                       Michael F. Halloran


MFH/beh