Exhibit 5


                                                  September 8, 1995


     Indiana Energy, Inc.
     1630 North Meridian Street
     Indianapolis, Indiana 46202

     Gentlemen:

          You have requested our opinion in connection with the
     Registration Statement on Form S-3 (the "Registration Statement")
     anticipated to be filed with the Securities and Exchange Commission by
     Indiana Energy, Inc., an Indiana corporation ("IEI"), on September 8,
     1995, with respect to the registration of Five Hundred Thousand
     (500,000) shares of common stock, without par value, of IEI (the
     "Shares") to be issued and sold to eligible participants in the IEI
     Automatic Dividend Reinvestment and Stock Purchase Plan (the "Plan").

          We have examined such records and documents and have made such
     investigations of law and fact as we have deemed necessary in the
     circumstances.  Based on that examination and investigation, we are of
     the opinion that the Shares have been duly authorized, and when issued
     and sold and the purchase price thereof has been paid, all as
     contemplated by the Plan as described in the Registration Statement
     and in the Prospectus relating thereto, as the same may be amended,
     and in compliance with the Securities Act of 1933, as amended, and
     with applicable state blue sky laws, the Shares will be legally
     issued, fully paid and non-assessable.

          We consent to the use of our name under the caption "LEGAL
     MATTERS" in the Prospectus included in the Registration Statement and
     to the filing of this opinion as Exhibit 5 to the Registration
     Statement.

          The foregoing opinion is limited to the application of the
     internal laws of the State of Indiana and applicable federal law, and
     no opinion is expressed herein as to any matter governed by the laws
     of any other jurisdiction.

                                             Sincerely,

                                             /s/ Barnes & Thornburg