Exhibit 5

                [WOODS, ROGERS & HAZLEGROVE, P.L.C. LETTERHEAD]

                                  WOODS, ROGERS
                                & HAZLEGROVE PLC

                                Attorneys at Law


FAITH M. WILSON
540 983-7633
INTERNET: wilson@woodsrogers.com


                                December 31, 1997



Board of Directors
Roanoke Gas Company
P.O. Box 13007
Roanoke, Virginia 24030-3007

                  In       re:  Registration  Statement on Form S-2 with respect
                           to  181,500  shares of Common  Stock of  Roanoke  Gas
                           Company (the "Company")

Gentlemen:

         We have acted as counsel for you in connection with  preparation of the
registration statement on Form S-2 (the "Registration  Statement"),  pursuant to
the provisions of the  Securities Act of 1933, as amended,  being filed with the
Securities and Exchange  Commission on December 31, 1997, or as soon  thereafter
as possible,  in respect of 181,500 shares of Company Common Stock, and as such,
have examined the same and the exhibits being filed therewith.

         We are generally familiar with your corporate  affairs,  including your
organization and the conduct of the corporate  proceedings  relating thereto. We
also have examined such of your corporate records as we have deemed necessary as
the basis for this opinion. Based upon the foregoing, it is our opinion that:

                  i.       The Company has been duly incorporated and is validly
                           existing as a corporation  in good standing under the
                           laws of the Commonwealth of Virginia.

                  ii.      The 181,500  shares of Company Common Stock which are
                           the subject of the  Registration  Statement have been
                           duly and validly authorized, and when issued pursuant
                           to proper resolution of the Board of Directors of the
                           Company  and  upon  the  terms  as set  forth  in the
                           Registration Statement, will be legally issued, fully
                           paid and non-assessable.








Board of Directors
Roanoke Gas Company
December 31, 1997
Page 2



         The foregoing  opinion is contingent  upon the  Registration  Statement
becoming  effective.  We consent  to its use as an  exhibit to the  Registration
Statement  and to reference  to this firm in the  Prospectus,  the  Registration
Statement and any amendments thereto.

                                                 Very truly yours,



                                       s/Woods, Rogers & Hazlegrove, P.L.C.
                                        WOODS, ROGERS & HAZLEGROVE, P.L.C.