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                                                                      EXHIBIT 5


              [LETTERHEAD OF RICH, MAY, BILODEAU & FLAHERTY, P.C.]








                                October 11, 1996



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

Dear Sirs/Mesdames:

      You are seeking to register, pursuant to the Securities Act of 1933, an
aggregate of 250,000 shares of Common Stock, $0.83 1/3 par value, of Fall River
Gas Company (the "Company"), under the Company's Share Owner Dividend
Reinvestment and Stock Purchase Plan. 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-3 (the "Registration Statement") relating to such shares.

      We have examined the Company's charter documents and the Company's
By-Laws, each as amended, copies of resolutions adopted by the Board of
Directors of the Company, the Registration Statement, and such other documents
as we have deemed pertinent. We have participated in the filing with the
Massachusetts Department of Public Utilities ("MDPU") of the Company's
application and petition relating to authorization and approval of the issue and
sale of such shares and we have examined the order of the MDPU relating thereto.
We have made such examination of law as we have felt necessary in order to
render this opinion.

      It is our further understanding that the purpose of the above described
offering is to provide the Company with funds to finance additions to the
Company's property, plant and equipment or to repay temporary indebtedness
incurred to finance such additions.

      Based on the foregoing, we are of the opinion and advise you that, under
applicable rules and regulations of the Securities and Exchange Commission, the
Registration Statement will become effective upon the filing thereof with the
Securities and Exchange Commission; we are further of the opinion that, with
respect to the 250,000 shares of the stock being registered, such shares will be
legally issued, fully paid and non-assessable when issued and delivered for the
consideration described in the Registration Statement.






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The Berkshire Gas Company
October 11, 1996
Page 2


      This opinion does not pass on the application of the securities or "Blue
Sky" laws of the various states.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We further consent to the use of our name and to all
references to us included in or made a part of the Registration Statement.

                                    Very truly yours,

                                    /s/ RICH, MAY, BILODEAU & FLAHERTY, P.C.

                                    RICH, MAY, BILODEAU & FLAHERTY, P.C.