EXHIBIT 5

            [LETTERHEAD OF RICH, MAY, BILODEAU & FLAHERTY, P.C.]

                                                          January 2, 1997

The Berkshire Gas Company
115 Cheshire Road
Pittsfield, Massachusetts  01201

Dear Sirs/Mesdames:

      You are seeking to register, pursuant to the Securities Act of 1933, 
an aggregate of 200,000 shares of Common Stock, $2.50 par value, of The 
Berkshire Gas Company (the "Company"), under the Company's Share Owner 
Dividend Reinvestment and Stock Purchase Plan.  You have requested that we 
furnish to you an opinion which is to be filed as Exhibit 5 to the 
Registration Statement on Form S-3 (the "Registration Statement") relating 
to such shares.

      We have examined the Company's charter documents and the Company's By-
Laws, each as amended, copies of resolutions adopted by the Board of 
Directors of the Company, the Registration Statement, and such other 
documents as we have deemed pertinent.  We have participated in the filing 
with the Massachusetts Department of Public Utilities ("MDPU") of the 
Company's application and petition relating to authorization and approval of 
the issue and sale of such shares and we have examined the order of the MDPU 
relating thereto.  We have made such examination of law as we have felt 
necessary in order to render this opinion.

      It is our further understanding that the purpose of the above 
described offering is to provide the Company with funds to finance additions 
to the Company's property, plant and equipment or to repay temporary 
indebtedness incurred to finance such additions.

      Based on the foregoing, we are of the opinion and advise you that, 
under applicable rules and regulations of the Securities and Exchange 
Commission, the Registration Statement will become effective upon the filing 
thereof with the Securities and Exchange Commission; we are further of the 
opinion that, with respect to the 200,000 shares of the stock being 
registered, such shares will be legally issued, fully paid and non-
assessable when issued and delivered for the consideration described in the 
Registration Statement.

      This opinion does not pass on the application of the securities or 
"Blue Sky" laws of the various states.

      We hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement.  We further consent to the use of our name and to 
all references to us included in or made a part of the Registration 
Statement.

                                    Very truly yours,


                                    /s/ RICH, MAY, BILODEAU & FLAHERTY, P.C.
                                        RICH, MAY, BILODEAU & FLAHERTY, P.C.