Exhibit 5





                             September 12, 1997

Fall River Gas Company
155 North Main Street
Fall River, MA 02722

Gentlemen:

    You are seeking to register an aggregate of 391,000 shares of Common stock,
$0.83 1/3 par value, of Fall River Gas Company (the "Company") under the
Securities Act of 1933, as amended.  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-2 relating to such securities.

    We have examined the Company's charter documents, as amended, the Company's
By-Laws, copies of the votes of the Board of Directors of the Company, the Form
S-2 Registration Statement which you propose to file with the Securities and
Exchange Commission relative to the offering described above, and such other
documents as we deemed pertinent.  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 permanently finance additions to the
Company's property, plant and equipment which had been temporarily financed by
means of short-term bank borrowings and the use of internally generated funds.

    On the basis of the foregoing, we are of the opinion that:

    1.   The Company has been duly organized and is validly existing under the
         laws of the Commonwealth of Massachusetts.

    2.   Subject to (i) approval and authorization by the Massachusetts
         Department of Public Utilities to issue and sell the shares of Common
         Stock described above and subject to (ii) the absence of a timely
         appeal of such approval and authorization, the stock being registered
         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 "Blue Sky" or
securities laws of



various states.

    We hereby consent that this opinion may be filed as an exhibit to the
Registration Statement to be filed by you with the Securities and Exchange
Commission.  We further consent to the use of our name and to all references to
us under the caption "Legal Opinions" in the Prospectus forming a part of said
Registration Statement included in or made a part of the Registration Statement.


                             Very truly yours,



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