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Exhibit 5
[Letterhead of New Jersey Resources Corporation]
June 5, 2000
To Whom it May Concern:
As General Counsel of New Jersey Resources Corporation, a New Jersey
corporation (the "Company"), I have participated in the filing by the Company of
a Registration Statement on Form S-8 (the "Registration Statement") relating to
the registration of 750,000 shares of Common Stock relating to the New Jersey
Resources Corporation Long-Term Incentive Compensation Plan (the "Plan").
I have examined the originals, or copies certified or otherwise
identified to my satisfaction, of the Plan and such other corporate records,
documents, certificates or other instruments as in my judgment are necessary or
appropriate to enable me to render the opinion set forth below. In rendering
such opinion, I have assumed that grants of Common Stock subject to restrictions
on transferability pursuant to the Plan will be made only for past services to
the Company having an aggregate value not less than the aggregate par value of
the Common Stock so granted.
Based on the foregoing, I am of the opinion that authorized but not
previously issued shares of Common Stock which may be issued under the Plan have
been duly authorized and when issued in accordance with the terms of the Plan
will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement. In giving such consent, I do not thereby admit
that I am within the category of persons whose consent is required under Section
7 of the Securities Act of 1933 or the rules and regulations of the Securities
and Exchange Commission thereunder.
Very truly yours,
/s/ Oleta J. Harden
Oleta J. Harden
Senior Vice President,
General Counsel & Secretary
