EXHIBIT 5
SCHIFF HARDIN & WAITE
A Partnership Including Professional Corporations
7200 Sears Tower, Chicago, Illinois 60606-6473
Telephone (312) 876-1000 Facsimile (312) 258-5600
Chicago
Washington
New York
Peoria
Merrillville
Andrew A. Kling
(312) 258-5551
February 25, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: NIPSCO Industries, Inc. and NIPSCO Capital Markets, Inc. Registration
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Statement on Form S-3
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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 by Capital and Industries. The Registration Statement relates to registering
the offer and sale of debt securities in the aggregate principal amount of
$300,000,000 (the "Debt Securities"), 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
Debt Securities will be issued under an indenture among Capital, Industries and
The Chase Manhattan Bank, as trustee (the "Trustee"), in substantially the form
of Exhibit 4.1 to the Registration Statement (the "Indenture"). In that
connection, 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. The Debt Securities will be the legally issued, valid and binding
obligations of Capital, enforceable in accordance with their terms, except as
the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or other laws relating to or
affecting the enforcement of creditors' rights generally or by general
principles of equity, at such time as:
(a) the Indenture shall have been duly executed and delivered by the
Company and the Trustee;
(b) the series in which such Debt Securities are to be issued and the
terms of such Debt Securities shall have established by or pursuant to
resolutions of the Board of Directors of Capital consistent with the
Indenture, and such series and terms shall have been set forth
Securities and Exchange Commission
February 25, 1997
Page 2
or determined in the manner provided in an Officer's Certificate (as
defined in the Indenture) or supplemental indenture in accordance with the
requirements of the Indenture;
(c) such Debt Securities shall have been duly executed by Capital,
duly authenticated by the Trustee pursuant to the Indenture, and delivered
to the purchasers thereof upon payment of the agreement consideration
therefor; and
(d) the Registration Statement shall have become effective under the
Securities Act of 1933, as amended, and the Indenture shall have been
qualified under the Trust Indenture Act of 1939, as amended; and the Debt
Securities shall have been issued as contemplated by the Registration
Statement and the procedures for sales of securities pursuant to Rule 415
under such Act.
2. The Debt Securities 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, fraudulent transfer 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
Opinion" in the Prospectus, and under the caption "Legal Opinions" in the
Prospectus Supplement, 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/ ANDREW A. KLING
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Andrew A. Kling
AAK/dr