EXHIBIT 5
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November 2, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: NiSource Inc. -- Registration of 240,000 Common Shares,
Par Value $.01 Per Share, on Form S-8
Ladies and Gentlemen:
We have acted as special counsel to NiSource Inc. (formerly named
"New NiSource Inc."), a Delaware corporation (the "Company"), in
connection with the Company's filing of a Registration Statement on
Form S-8 (the "Registration Statement") covering 240,000 common
shares, $.01 par value per share (and the associated preferred share
purchase rights) of the Company (the "Shares") to be issued under the
NiSource Inc. Employee Stock Purchase Plan (the "Plan").
In this connection we have made such investigation and have
examined such documents as we have deemed necessary in order to enable
us to render the opinion contained herein.
Based upon the foregoing, it is our opinion that the 240,000
Shares, when issued in accordance with the terms of the Plan, and
pursuant to the Registration Statement, will be legally issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /s/ Frederick L. Hartmann
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Frederick L. Hartmann
