EXHIBIT 5.1 OPINION OF RICH, MAY, BILODEAU & FLAHERTY, P.C.
                               AS TO LEGALITY


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



                                       February 24, 1998



Berkshire Energy Resources
115 Cheshire Road
Pittsfield, MA  01201-1879

      Re:   Issuance of Shares of Beneficial Interest in Connection with the
Formation of a Holding Company Structure for The Berkshire Gas
Company

Ladies and Gentlemen:

      At your request, we have examined the Registration Statement on Form
S-4 (the "Registration Statement") in the form being filed by Berkshire
Energy Resources, a Massachusetts business trust ("Holdco"), with the
Securities and Exchange Commission relating to the registration under the
Securities Act of 1933, as amended, of up to 2,385,252 shares of beneficial
interest of Holdco (the "Holdco Common Shares") in connection with a merger
that will cause Holdco to become the parent holding company of The Berkshire
Gas Company, a Massachusetts gas company.

      We have acted as counsel for Holdco in connection with the proposed
issue and sale of the Holdco Common Shares.  We are familiar with the
proceedings taken by Holdco in respect thereof and have examined originals
or certified or attested copies of such certificates, records and documents
as we have deemed necessary for the purposes of this opinion.

      Basing our opinion on the foregoing, we are of the opinion that:

      (1)   Holdco is a business trust validly organized and existing under
            the laws of the Commonwealth of Massachusetts and is duly
            qualified to carry on the business which it is now conducting;


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            and

      (2)   When the Registration Statement has been declared effective, the
            issuance of the Holdco Common Shares has been duly authorized by
            appropriate corporate action and by appropriate action of
            regulatory authorities having jurisdiction, including the
            Massachusetts Department of Telecommunications and Energy, and
            the Holdco Common Shares have been issued in accordance with the
            terms of the Registration Statement, including the Agreement and
            Plan of Merger constituting APPENDIX A to the Proxy
            Statement/Prospectus contained in the Registration Statement,
            the Holdco Common Shares will be validly issued, fully paid and
            non-assessable.

      We express no opinion as to matters of law in jurisdictions other than
the Commonwealth of Massachusetts and the federal law of the United States,
and express no opinion as to the applicability of the so-called "blue sky"
or securities laws of the several states, including Massachusetts.

      We understand that this opinion is to be used in connection with the
above-referenced  Registration Statement and consent to the filing of this
opinion with and as part of said Registration Statement and the use of our
name therein and in the related Proxy Statement/Prospectus under the
captions "Legal Opinions" and "Experts."


                                       Very truly yours,


                                       /s/ Rich, May, Bilodeau & Flaherty, P.C.
                                       __________________________________
                                       Rich, May, Bilodeau & Flaherty, P.C.