EXHIBIT 5


                                                               February 16, 1999

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

Dear Ladies and 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 February 16, 1999, with respect to the registration of
two hundred thousand (200,000) 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