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                                                                       EXHIBIT 5

                                                  March 19, 2003

New York State Electric & Gas Corporation
P.O. Box 3287
Ithaca, NY 14852-3287

Dear Sirs:

     In connection with the proposed public offering and sale of up to
$350,000,000 aggregate offering price of certain senior unsecured debt
securities (the "Debt Securities") and new preferred stock (the "Stock," and
together with the Debt Securities, the "Securities"), in one or more series, New
York State Electric & Gas Corporation (the "Company") is filing with the
Securities and Exchange Commission a registration statement under the Securities
Act of 1933, as amended, on Form S-3 (the "Registration Statement") with which
this opinion is to be included as an Exhibit.

     The Debt Securities are to be issued under an indenture entered into
between the Company and JPMorgan Chase Bank, as Trustee, dated as of November
18, 2002, as amended and supplemented, and as may be amended and supplemented
from time to time by one or more supplemental indentures relating to the Debt
Securities (the "Supplemental Indentures"), said indenture, as amended and
supplemented, and as to be amended and supplemented by the Supplemental
Indentures being hereinafter called the "Indenture."

     As your counsel, we are generally familiar with the corporate proceedings
of the Company and we have participated in all proceedings taken by the Company
in connection with the proposed issuance and sale of the Securities.

     In our opinion, when the actions as hereinafter set forth shall have been
taken, the Securities will have been duly authorized, and, when sold, will be
legally issued, fully paid and non-assessable, and the Debt Securities will be
binding obligations of the Company and entitled to the benefits of the
Indenture, enforceable in accordance with its terms, except as the same may be
limited by bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium or other similar laws and judicial decisions affecting the
enforcement of creditors' rights and remedies generally and general principals
of equity (regardless of whether enforcement is considered in a proceeding at
law or in equity), which do not, in our opinion, make inadequate the remedies of
the Indenture:

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New York State Electric & Gas Corporation
March 19, 2003
Page 2


(a)  The Securities and Exchange Commission shall have entered an appropriate
order declaring the Registration Statement effective;

(b)  In connection with the issuance of the Debt Securities, the Indenture shall
have become qualified under the Trust Indenture Act of 1939;

(c)  In connection with the issuance of the Debt Securities, the Board of
Directors of the Company shall have taken appropriate action authorizing the
execution and delivery of the Supplemental Indentures, and the same shall have
been duly executed and delivered;

(d)  In connection with the issuance of the Stock, the Board of Directors shall
have taken appropriate action in connection with the issuance and sale of the
Stock, including the authorization, execution and filing of one or more
Certificates of Amendment to the Company's Restated Certificate of
Incorporation, as amended, under Section 805 of the Business Corporation Law,
in substantially the form filed as an exhibit to the Registration Statement,
and the same shall have been duly executed, delivered and filed in the Office of
the Secretary of State of the State of New York;

(e)  The Board of Directors of the Company shall have authorized the issuance
and sale of the Securities;

(f)  The Securities shall have been appropriately issued, and in the case of
issuance of the Debt Securities, shall have been authenticated by the Trustee
under the Indenture, and the Securities shall have been delivered to the
purchaser or purchasers thereof and the consideration therefor received by the
Company; and

(g)  The Public Service Commission of the State of New York shall have approved
the issuance and sale of the Securities.

     The opinions expressed herein are limited to the laws of the State of New
York and to applicable United States federal law and we express no opinion as to
the law of any other jurisdiction.

     We hereby consent to the making of the statements with reference to our
firm under the heading "Legal Matters" in the Registration Statement and to the
filing of this opinion as an exhibit to the Registration Statement.

                                                  Very truly yours,


                                                  /s/ Huber Lawrence & Abell