Exhibit 5

                     [Letterhead of Dechert Price & Rhoads]

                                 October 1, 1998



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

          Re:  Form S-3 Registration Statement
               (File No. 333-62019)
               --------------------------------

Gentlemen and Ladies:

          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-
62019) under the Securities Act of 1933, as amended, and the Trust Indenture Act
of 1939, as amended, in connection with the proposed issuance of an aggregate of
up to $100,000,000 principal amount of Medium Term Notes (the "Notes") of the
Company. The Notes are to be issued pursuant to the terms of an Indenture
substantially in the form filed as Exhibit 4(e) to the Registration Statement
(the "Indenture"), between the Company and The Bank of New York, as Trustee.

          We have participated in the preparation of the Registration Statement
and have made such legal and factual examination and inquiry which we have
deemed advisable for the rendering of this opinion. In making our examination we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity to all

 
South Jersey Gas Company
October 1, 1998
Page 2



authentic original documents of all documents submitted to us as copies. Based
on the foregoing it is our opinion that:

          The Notes, when duly executed, authenticated and delivered in
accordance with the terms of the Indenture and paid for in the manner and at the
prices set forth in the Registration Statement and the applicable pricing
supplement thereto, will constitute legal, valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms, subject
to applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent
transfer, moratorium, reorganization or other similar laws affecting creditors'
rights, creditors' remedies or debtors' obligations and to general principles of
equity (whether asserted in a proceeding at law or in equity).

          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.

                              Very truly yours,

                              /s/ Dechert Price & Rhoads