EXHIBIT 5
SCHIFF HARDIN & WAITE
7200 SEARS TOWER
CHICAGO, ILLINOIS 60606
Robert J. Minkus
(312) 258-5584
January 31, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: NIPSCO Industries, Inc. and NIPSCO Capital Markets, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
We are acting as counsel to NIPSCO Industries, Inc., an Indiana
corporation ("Industries"), and NIPSCO Capital Markets, Inc., an Indiana
corporation ("Capital"), in connection with the filing of a Registration
Statement on Form S-3, as amended (No. 33-65285), by Capital and Industries
registering the offer and sale of Series A Junior Subordinated Debentures of
Capital in the aggregate principal amount of $75,000,000 (the "Subordinated
Debentures"), and the related obligations of Industries under the Support
Agreement, dated April 4, 1989, as amended as of May 15, 1989, December 10,
1990, and February 14, 1991, between Capital and Industries (the "Support
Agreement"), as more fully described in the Registration Statement. The
Subordinated Debentures will be issued under an indenture among Capital,
Industries and Chemical Bank, as trustee, in the form of Exhibit 4.1 to the
Registration Statement (the "Indenture"). We have examined such corporate
records, certificates and other documents, and have made such other factual and
legal investigations, as we have deemed necessary or appropriate for the
purposes of this opinion.
Based upon the foregoing, it is our opinion that:
1. Each of Capital and Industries is a corporation duly organized
and validly existing under the laws of the State of Indiana.
2. The Subordinated Debentures will be the legally issued, valid and
binding obligations of Capital, enforceable in accordance with their terms,
except as the
Securities and Exchange Commission
January 31, 1996
Page 2
enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws relating to or affecting the enforcement of creditors'
rights generally or by general principles of equity, at such time as:
(a) a duly authorized officer of Capital shall have fixed certain
remaining terms of the Subordinated Debentures, in accordance with the
Resolutions of the Board of Directors of Capital filed as Exhibit 4.2 of
the Registration Statement, and such terms shall have been set forth in an
Officer's Certificate or established in a supplemental indenture in
accordance with the requirements of the Indenture; and
(b) the Indenture shall have been executed and delivered and the
Subordinated Debentures shall have been duly executed, authenticated,
issued and delivered pursuant to the provisions of the Indenture against
payment of the agreed consideration therefor.
3. The Subordinated Debentures are entitled to the benefit of the
Support Agreement, which is the valid and binding obligation of Industries,
enforceable in accordance with its terms, except as enforcement thereof may be
limited by bankruptcy, insolvency, reorganization, moratorium or other laws
relating to or affecting the enforcement of creditors' rights generally or by
general principles of equity.
We hereby consent to the use of our name under the caption "Legal
Opinions" in the Prospectus constituting a part of the Registration Statement
and to the filing of this opinion as an exhibit to such Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By /s/ Robert J. Minkus
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Robert J. Minkus
RJM/sh