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: NEW NISOURCE INC. -- REGISTRATION OF 10,453,000
COMMON SHARES, PAR VALUE $.01 PER SHARE, ON FORM S-8
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Ladies and Gentlemen:
We have acted as special counsel to 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 30,000 common shares, $.01 par value per share
(and the associated preferred share purchase rights) of the Company
(the "Shares") to be issued under the Nonemployee Director Stock
Incentive Plan of NiSource Inc., 9,340,000 Shares to be issued under
the NiSource Inc. 1994 Long-Term Incentive Plan and 1,083,000 Shares
to be issued under the NIPSCO Industries, Inc. Long-Term Incentive
Plan (the "Plans").
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 10,453,000
Shares, when issued in accordance with the terms of the applicable
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
