Exhibit 5

                                                                    July 1, 1999

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

            Re: Southern Indiana Gas and Electric Company (the "Company")
                Registration Statement on Form S-3 with respect to $80,000,000
                Senior Notes secured by $80,000,000 First Mortgage Bonds

Ladies and Gentlemen:

      In connection with the registration of $80,000,000 of the Company's Senior
Notes (the "Senior Notes") secured by $80,000,000 of the Company's First
Mortgage Bonds (the "First Mortgage Bonds") under the Securities Act of 1933, as
amended (the "Act"), we have examined the Registration Statement on Form S-3
(the "Registration Statement") and such corporate records, other documents and
questions of law as we considered necessary for the purpose of this opinion.

      On the basis of such examination, it is our opinion, assuming (i) the
applicable provisions of the Securities Act, the Trust Indenture Act of 1939, as
amended, and the securities or "blue sky" laws of various states shall have been
complied with, (ii) the Indenture (for Senior Notes) between the Company and
Bankers Trust Company, as Trustee, and the Supplemental Indentures relating to
the Senior Notes and First Mortgage Bonds shall have been duly authorized,
executed and delivered, (iii) the Senior Notes shall have been duly authorized,
executed, authenticated and delivered against the consideration therefor to be
set forth in the supplement or supplements to the prospectus constituting a part
of the Registration Statement and (iv) the First Mortgage Bonds have been duly
authorized, executed, authenticated and delivered to the Senior Note Trustee in
connection with the issuance of the Senior Notes, that the Senior Notes and
First Mortgage Bonds will be legally issued, fully paid, non-assessable and
binding obligations of the Company, except as limited by bankruptcy, insolvency,
reorganization, fraudulent conveyance or other similar laws affecting creditors'
rights and general equitable principles (regardless of whether enforceability is
considered in a proceeding in equity or at law).

      We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.

                                        Yours very truly,
                                        BAMBERGER, FOREMAN, OSWALD AND HAHN


                                        By: /s/ Robert M. Becker
                                            ------------------------------------
                                            Name: Robert M. Becker