LeBoeuf, Lamb, Greene & MacRae
                                     L.L.P.
                               260 Franklin Street
                              Boston, MA 02110-3173
                                 (617) 748-6800

                            Facsimile: (617) 439-0341







                                  April 1, 2004



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

            Re:   Unitil Corporation, et al.  (File No. 70-10204)

Ladies and Gentlemen:

          This opinion is furnished to the Securities and Exchange Commission
(the "Commission") in connection with the Application-Declaration on Form U-1
(File No. 70-10204) (the "Application-Declaration") of Unitil Corporation (the
"Company" or "Unitil"), a New Hampshire corporation and a registered public
utility holding company under the Public Utility Holding Company Act of 1935, as
amended (the "Act"). In the Application-Declaration the Company requested
authorization and approval under Sections 6(a) and 7 of the Act with respect to
the issuance of up to 177,500 shares of common stock, no par value ("Common
Stock"), of the Company under the Unitil Corporation 2003 Restricted Stock Plan
(the "Plan").

          In connection with this opinion, we have examined originals, or copies
certified to our satisfaction, of the Application-Declaration, the Plan, such
corporate records of the Company, certificates of public officials, certificates
of officers and representatives of the Company, and such other exhibits,
documents, agreements, instruments, and other materials as we considered
necessary or advisable in order to render the opinions set forth below. In such
examination, we have assumed the legal capacity of all natural persons, the
genuineness of all signatures on all documents examined by us, the authenticity
of all documents submitted to us as originals, the conformity to the original
documents of all such documents submitted to us as copies and the authenticity
of the originals of such latter documents. As to any facts material to our
opinion, we have, when relevant facts were not independently established, relied
upon the aforesaid records, certificates, exhibits, documents, agreements,
instruments, and other materials. In addition, we have examined such questions
of law as we considered necessary or appropriate for the purpose of rendering
this opinion.





Securities and Exchange Commission
April 1, 2004
Page 2


          Based on the foregoing, and subject to the final paragraph hereof, we
are of the opinion that when the Commission has taken the action requested by
the Application-Declaration:

          (1)  All state laws applicable to the transactions described in the
               Application-Declaration will have been complied with.

          (2)  The Company is validly organized and duly existing under the laws
               of the State of New Hampshire.

          (3)  The shares of Common Stock to be issued in accordance with the
               Application-Declaration will be validly issued, fully paid and
               non-assessable, and the holders thereof will be entitled to the
               rights and privileges appertaining thereto set forth in the
               Company's Articles of Incorporation, as amended.

          (4)  The consummation of the proposed transactions will not violate
               the legal rights of the holders of any securities issued by the
               Company.

          The opinions expressed above are subject to the following assumptions
or conditions:

          a.   The Commission shall have duly entered an appropriate order or
               orders granting and permitting the Application-Declaration to be
               effective with respect to the Common Stock issuances under the
               Plan described therein.

          b.   The Company shall be in compliance with the terms of the order
               issued by the Commission with respect to the
               Application-Declaration.

          c.   The Company will file with the Commission a Registration
               Statement on Form S-8 to register the shares of Common Stock to
               be issued under the Plan under the Securities Act of 1933, as
               amended.

          d.   The shares of Common Stock will be issued in accordance with the
               terms of the Plan.

          e.   No act or event other than as described herein shall have
               occurred subsequent to the date hereof, which would change the
               opinions expressed above.





Securities and Exchange Commission
April 1, 2004
Page 3


          This opinion is intended solely for the use of the Commission and may
not be relied upon by any other person or used for any other purpose. We are
not, in this opinion, opining on laws other than the federal laws of the United
States and the New Hampshire Business Corporation Act and Title XXXIV (Public
Utilities) of the New Hampshire Revised Statutes. We hereby consent to the use
of this opinion as an exhibit to the Application-Declaration.



                                      Very truly yours,

                                      /s/ LeBoeuf, Lamb, Greene & MacRae, L.L.P.