November 10, 1998





The Berkshire Gas Company
115 Cheshire Road
Pittsfield, MA  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 that 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 the 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 Telecommunications and Energy ("MDTE") 
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 MDTE relating thereto.  We have made such examination of law as we 
have felt necessary in order to render this opinion.

      It is our 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 the 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 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.