Exhibit 5

              [LETTERHEAD OF RICH, MAY, BILODEAU & FLAHERTY, P.C.]








                                                              May 19, 1999

Fall River Gas Company
155 North Main Street
Fall River, MA 02722

Dear Sirs/Mesdames:

         You are seeking to register, pursuant to the Securities Act of 1933, an
aggregate of 220,208 shares of Common Stock, $0.83 1/3 par value, of Fall River
Gas Company (the "Company"), under the Company's Share Owner Dividend
Reinvestment and Stock Purchase Plan. You have requested that we furnish to you
an opinion, which is to be filed as Exhibit 5 to the Registration Statement on
Form S-3 (the "Registration Statement") relating to such shares.

         We have examined the Company's charter documents and the Company's
By-Laws, each as amended, copies of resolutions adopted by the Board of
Directors of the Company, the Registration Statement, and such other documents
as we have deemed pertinent. We participated in the filing with the
Massachusetts Department of Public Utilities ("MDPU") (now the Massachusetts
Department of Telecommunications and Energy) of the Company's application and
petition relating to authorization and approval of the issue and sale of such
shares and we have examined the order of the MDPU relating thereto. We have made
such examination of law as we have felt necessary in order to render this
opinion.

         It is our further understanding that the purpose of the above described
offering is to provide the Company with funds to finance additions to the
Company's property, plant and equipment or to repay temporary indebtedness
incurred to finance such additions.

         Based on the foregoing, we are of the opinion and advise you that,
under applicable rules and regulations of the Securities and Exchange
Commission, the Registration Statement will become effective upon the filing
thereof with the Securities and Exchange Commission; we are further of the
opinion that, with respect to the 220,208 shares of the stock being registered,
such shares will be legally issued, fully 




Fall River Gas Company
May 19, 1999
Page 2

paid and non-assessable when issued and delivered for the consideration
described in the Registration Statement.

         This opinion does not pass on the application of the securities or
"Blue Sky" laws of the various states.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We further consent to the use of our name and to all
references to us included in or made a part of the Registration Statement.

                                    Very truly yours,

                                    /s/ RICH, MAY, BILODEAU & FLAHERTY, P.C.

                                    RICH, MAY, BILODEAU & FLAHERTY, P.C.