EXHIBIT 5
---------
November 28, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D. C. 20549-1004
Re: NiSource Inc. - Registration of 3,500,000
Common Shares on Form S-3
-----------------------------------------
Ladies and Gentlemen:
We have acted as special counsel to NiSource Inc., a Delaware
corporation (formerly named "New NiSource Inc.")(the "Company"), in
connection with the Company's filing of a Registration Statement on
Form S-3 (the "Registration Statement") covering 3,500,000 common
shares, $.01 par value per share (and the associated preferred share
purchase rights) of the Company (the "Shares") to be issued under the
Columbia Savings 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, we are of the opinion that (i) the
written provisions of the current Plan document as amended comply with
the applicable provisions of the Employee Retirement Income Security
Act of 1974; and (ii) the 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
-----------------------------
Frederick L. Hartmann
