Exhibit 5

                         Opinion Regarding Legality

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



                                                         December 29, 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 ("SEC") relating to the registration 
under the Securities Act of 1933, as amended (the "Act"), of 12,506 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 (the 
"Restructuring").

      We have also examined the Registration Statement on Form S-4 (No. 333-
46799) filed by Holdco with the SEC relating to the registration under the 
Act of 2,385,252 Holdco Common Shares in connection with the Restructuring 
(the "Prior Registration Statement"), which Prior Registration Statement was 
incorporated by reference into the Registration Statement.
 
      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; 
            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 and the Agreement and Plan 
            of Merger constituting APPENDIX A to the Proxy 
            Statement/Prospectus contained in the Prior Registration 
            Statement and incorporated by reference into 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 in the Prior 
Registration Statement under the captions "Legal Opinions" and "Experts."

                                    Very truly yours,

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