EXHIBIT 5



                                                              October 15, 1999



Indiana Energy, Inc.
Indiana Gas Company, Inc.
Indiana Energy, Inc. Retirement
  Savings Plan Administrator
1630 North Meridian Street
Indianapolis, Indiana 46202

To Whom it May Concern:

         You have  requested  our opinion in  connection  with the  Registration
Statement  on Form S-8 (the  "Registration  Statement")  to be filed by  Indiana
Energy,  Inc.  (the  "Company")  with the  Securities  and Exchange  Commission,
relating to the  registration of (1) up to 1,000,000 shares of the Common Stock,
without par value, of the Company (the "Common Stock") under the Indiana Energy,
Inc.  Retirement Savings Plan,  formerly known as the Indiana Gas Company,  Inc.
Retirement  Savings Plan (the "Plan"),  as such Plan may be amended from time to
time,  and (2) the  interests  in the Plan to be  issued to those  employees  of
Indiana Gas Company,  Inc., the Company, and their respective  subsidiaries that
participate in the Plan (the "Interests").  In connection with your request,  we
have made such  examination  of the  corporate  records and  proceedings  of the
Company and considered such questions of law and taken such further action as we
deemed necessary or appropriate to enable us to render this opinion.

         Based  upon  such  examination,  we are of the  opinion  that  when the
Interests  have been issued as  contemplated  by the Plan and when the steps set
forth in the next  paragraph  have been taken,  the Common Stock will be legally
issued,  fully paid and  nonassessable and the Interests will be legally issued;
provided,  however, that in the event the Common Stock is issued directly by the
Company to the Plan  (rather  than  purchased  in the open  market as  presently
contemplated),  such Common Stock will not be legally  issued,  fully paid,  and
non-assessable until duly authorized,  issued, and sold and the purchase thereof
paid, all as contemplated in the Plan.

         The steps to be taken which are referred to in the preceding  paragraph
consist of the following:

                  (1)  Compliance  with the  Securities Act of 1933, as amended,
         and with the securities  laws of the State of Indiana,  with respect to
         such  Plan  and the  issuance  and  sale of the  Common  Stock  and the
         issuance of the Interests thereunder; and

                  (2)  Issuance and sale of the Common Stock and the issuance of
         the Interests in accordance  with the terms and conditions set forth in
         such Plan and the Registration Statement, as amended from time to time.


Indiana Energy, Inc.
Indiana Gas Company, Inc.
Indiana Energy, Inc. Retirement
  Savings Plan Committee
October 15, 1999
Page 2


         We  consent  to  the  filing  of  this  opinion  as  Exhibit  5 to  the
Registration Statement. In giving this consent, however, we do not admit that we
are in the category of persons whose consent is required  under Section 7 of the
Securities  Act of  1933,  as  amended,  or the  Rules  and  Regulations  of the
Securities and Exchange Commission thereunder.

                                                           Very truly yours,


                                                          /s/ Barnes & Thornburg