OPINION OF KUNZMAN & BOLLINGER, INC 
                         AS TO THE LEGALITY OF THE
                          UNITS REGISTERED HEREBY

- ------------------------------------------------------------------------
Exhibit 5
                          KUNZMAN & BOLLINGER, INC
                            Attorneys At Law
                        5100 N. Brookline, Suite 600
                       Oklahoma City, Oklahoma 73112
                           Phone 405.942.3501
                           Fax 405.942.3527


   
September 25, 1996
    

Atlas Resources, Inc.
311 Rouser Road
Moon Township, Pennsylvania  15108

RE: ATLAS-ENERGY FOR THE NINETIES-PUBLIC #5 LTD.

Gentlemen:

You have requested our opinion on certain issues pertaining to 
Atlas-Energy for the Nineties-Public #5 Ltd. (the "Partnership") formed 
under the Limited Partnership Laws of Pennsylvania.  Atlas Resources, 
Inc. ("Atlas"), a Pennsylvania corporation, is the Managing General 
Partner of the Partnership.

Basis of Opinion

Our opinion is based on our review of a certain Registration 
Statement on Form SB-2 and any amendments thereto, including any post-
effective amendments, for the Partnership (the "Registration Statement") 
as filed with the Securities and Exchange Commission (the "Commission"), 
including the Certificate of Limited Partnership for the Partnership, 
the Prospectus and the Amended and Restated Certificate and Agreement of 
Limited Partnership for the Partnership (the "Partnership Agreement"), 
the Subscription Agreement and the Drilling and Operating Agreement 
contained therein, and on our review of such other documents and records 
as we have deemed necessary to review for purposes of rendering our 
opinion.  As to various questions of fact material to our opinion which 
we have not independently verified, we have relied on certain 
representations made to us by officers and directors of Atlas.

In rendering the opinion herein provided, we have assumed the due 
authorization, execution and delivery of all relevant documents by all 
parties thereto.

Opinion

Based upon the foregoing, we are of the opinion that:

The Units, when sold in accordance with the Registration 
Statement as amended at the time it becomes effective 
with the Commission, will be legally issued pursuant to 
Pennsylvania partnership law, fully paid and 
nonassessable except as described in the Registration 
Statement with respect to the Investor General Partner 
Units.

We hereby consent to the use of this opinion as an Exhibit to the 
Registration Statement and to the reference to this firm in the 
Prospectus included in the Registration Statement.

                                   Yours very truly,

                                  /s/ Kunzman & Bollinger, Inc.

                                  KUNZMAN & BOLLINGER, INC.