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                     CONSENT OF MCLAUGHLIN & COURSON
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                        CONSENT OF INDEPENDENT AUDITOR
                  ATLAS-ENERGY FOR THE NINETIES-PUBLIC #5 LTD.

   
The firm, as Independent Certified Public Accountants, hereby consents 
to the use of the audit report dated August 6, 1996, on the balance sheet 
of Atlas-Energy for the Nineties-Public #5 Ltd.,as of July 26, 1996, the
 audit report dated 
October 24, 1995, on the consolidated statements of financial position 
for the years ending July 31, 1995 and 1994, of AEG Holdings, Inc. and 
subsidiaries and the related consolidated statements of income and cash 
flows for the years then ended; and the audit report dated October 24, 
1995, on the audited balance sheets as of July 31, 1995 and 1994 of 
Atlas Resources, Inc. in the Registration Statement, and any supplements 
thereto, including post-effective amendments, for Atlas-Energy for the 
Nineties-Public #5 Ltd.   In addition, the firm hereby consents to all 
references to it as having prepared such reports and to the reference to 
the firm under the caption "Experts".
    

                                       McLaughlin & Courson
                                   Certified Public Accountants




                                      /s/ McLaughlin & Courson  
September 20, 1996
Pittsburgh, Pennsylvania