January 18, 2001
Vectren Corporation
20 N.W. Fourth Street
Evansville, IN 47708
Gentlemen:
You have requested our opinion in connection with the Form S-3
Registration Statement (the "Registration Statement") to be filed by Vectren
Corporation, an Indiana corporation (the "Corporation"), with respect to
issuance by the Corporation of up to 6,325,000 shares of Common Stock, without
par value, of the Corporation (the "Shares"). We have examined such records and
documents and have made such investigation of law as we have deemed necessary in
the circumstances.
Based on that examination and investigation, it is our opinion that the
Shares are duly authorized and, when sold in the manner described in the
Registration Statement (including all exhibits thereto) and in compliance with
the Securities Act of 1933, as amended, and applicable state blue sky laws, will
be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the application of the internal
laws of the State of Indiana and applicable federal law, and no opinion is
expressed herein as to any matter governed by the laws of any other
jurisdiction.
We consent to the use of our name under the caption "Legal Opinions" in
the Prospectus included in the Registration Statement and to the filing of this
opinion as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Barnes & Thornburg
