Exhibit 5





                                November 4, 2002


South Jersey Gas Company
One South Jersey Plaza
Route 54
Folsom, NJ 08037


            Re:  Registration Statement on Form S-3, File No. 333-98411

Ladies and Gentlemen:

         We have acted as counsel to South Jersey Gas Company, a New Jersey
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement (the "Registration Statement") on Form S-3 (File No.
333-98411) filed with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933 in connection with the proposed issuance of up
to $150,000,000 aggregate principal amount of medium term notes (the "Notes") of
the Company. The Notes are to be issued pursuant to the terms of the Indenture
of Trust dated as of October 1, 1998 between the Company and The Bank of New
York, as Trustee (as amended and supplemented, the "Indenture").

         In connection herewith, we have examined the originals or copies of the
Registration Statement, the Indenture, the Certificate of Incorporation and
By-laws of the Company and records of certain corporate proceedings of the
Company relating to, among other things, the Notes. In addition, we have made
such examinations of law and fact as we have deemed necessary in order to form a
basis for the opinion hereinafter expressed.

         In making our examination, we have assumed, without independent
investigation, the genuineness of all signatures, the legal capacity of all
individuals who have executed any documents, the authenticity of all documents
submitted to us as originals and the conformity to original documents of all
documents submitted to us as copies. We also have assumed that the Indenture is
a valid and legally binding obligation of the Trustee and that the Company is
validly existing under the laws of the State of New Jersey. As to matters of
fact that have not been independently established, we have relied on
representations of officers of the Company.

         We have also assumed that (a) the definitive terms of any Notes offered
pursuant to a prospectus supplement will have been established in accordance
with the authorizing resolutions of the Board of Directors of the Company and




November 4, 2002
Page 2


applicable law, (b) the Registration Statement and any amendments thereto will
have become effective, (c) a prospectus supplement will have been filed with the
Commission describing the Notes offered thereby, (d) all Notes will be issued in
compliance with federal and state securities laws, (e) the Indenture (including
each supplement thereto) has been duly executed and delivered by the Trustee,
and (f) the Notes will have been duly created, executed, authenticated by the
Trustee, issued and delivered against receipt of consideration therefor approved
by the Company and as provided in the Indenture.

         Based on and subject to the foregoing and subject to the assumptions,
limitations, qualifications and exceptions set forth below, it is our opinion
that the Notes, when so issued and delivered, will constitute legal, valid and
binding obligations of the Company.

         The opinion set forth above is subject to (a) applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance and other similar
laws affecting creditors' rights and remedies generally, and (b) general
principles of equity including, without limitation, standards of materiality,
good faith, fair dealing and reasonableness, equitable defenses and limits as to
the availability of equitable remedies, whether such principles are considered
in a proceeding at law or in equity.

         The opinion expressed herein is limited to the federal laws of the
United States of America, the laws of the State of New Jersey and, to the extent
relevant to the opinion expressed herein regarding the Notes being binding
obligations of the Company, the applicable laws of the State of New York.

         The opinion expressed herein is rendered for your benefit in connection
with the transaction contemplated herein. The opinion expressed herein may not
be used or relied on by any other person, nor may this letter or any copies
thereof be furnished to a third party, filed with a government agency, quoted,
cited or otherwise referred to without our prior written consent, except as
noted below.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the prospectus contained
therein under the caption "Legal Matters." In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules or regulations of the
Commission thereunder.

                                Very truly yours,



                                /s/ Cozen O'Connor
                                -------------------------------
                                Cozen O'Connor