EXHIBIT 5
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                                           October 27, 2000

   Securities and Exchange Commission
   450 Fifth Street, N.W.
   Washington, D. C. 20549-1004

        RE:  NEW NISOURCE INC. - REGISTRATION OF 81,000
             COMMON SHARES ON FORM S-3
             ------------------------------------------

   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-3 (the "Registration Statement")
   covering 81,000 common shares, $.01 par value per share (and the
   associated preferred share purchase rights) of the Company (the
   "Shares") to be issued under the Employees' Profit Sharing and Salary
   Deferral Plan of SM&P Utility Resources, Inc.(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