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 17,926,000
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 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 2,500,000 common
shares, $.01 par value per share (and the associated preferred share
purchase rights) of the Company (the "Shares") to be issued under the
NiSource Inc. Tax Deferred Savings Plan, 1,500,000 Shares to be issued
under the Northern Indiana Public Service Company Bargaining Unit Tax
Deferred Savings Plan, 50,000 Shares to be issued under the Kokomo Gas
& Fuel Co. Bargaining Unit Tax Deferred Savings Plan, 28,000 Shares to
be issued under the IWC Resources Corporation Employee Thrift Plan and
Trust, 253,000 Shares to be issued under the Employees' Profit Sharing
and Salary Deferral Plan of SM&P Utility Resources, Inc., 518,000
Shares to be issued under the Bay State Gas Company Savings Plan for
Operating Employees, 1,077,000 Shares to be issued under the Bay State
Gas Company Employee Savings Plan and 12,000,000 Shares to be issued
under the Columbia Savings 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 (i) the written
provisions of the current Plan documents comply with the applicable
provisions of the Employee Retirement Income Security Act of 1974; and
(ii) the 17,926,000 Shares, when issued in accordance with the terms
of the Plans, and pursuant to the Registration Statement, will be
legally issued, fully paid and nonassessable.
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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
