EXHIBIT 5
                                July 25, 1995



Securities and Exchange Commission
Division of Corporate Finance 
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549-1004

     Re:  Birmingham Utilities, Inc. Stock Option Plan for Non-Employee
          Directors/Registration Statement on Form S-3

Ladies and Gentlemen:

   We have acted as counsel for Birmingham Utilities, Inc., a Connecticut
corporation (the "Company"), and in that capacity we have examined from time 
to time such documents, corporate records and other instruments as we deem
necessary or appropriate to allow us to render the opinion which follows.  
More particularly, we are familiar with the Registration Statement on Form 
S-8, which the Company is filing to register shares of Birmingham Utilities, 
Inc. Common Stock, No Par Value (the "Common Stock"), to be sold pursuant to 
the provisions of the Birmingham Utilities, Inc. Stock Option Plan for 
Non-Employee Directors (the "Plan"), under the Securities Act of 1933, as 
amended.  In rendering this opinion, we have assumed that there will be no
change in applicable law between the date of this opinion and the date of 
issuance of the shares pursuant to such Registration Statement.

   On the basis of our examination, we are of the opinion that, when issued
and sold in accordance with the terms of the Plan, the shares of Common Stock
to which such Registration Statement relates will be legally issued, fully 
paid and non-assessable.

   We hereby consent to the use of this opinion as an exhibit to the
Registration Statement referred to above and to the reference to us under 
"Legal Opinions" in the Prospectus.

                              Very truly yours,

                              TYLER COOPER & ALCORN


                              By  /s/ Robert J. Metzler, II       
                                Robert J. Metzler, II, a Partner


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