
                                                                     Exhibit 5

                [WOODS, ROGERS & HAZLEGROVE, P.L.C. LETTERHEAD]

                                  WOODS, ROGERS
                                & HAZLEGROVE PLC

                                Attorneys at Law


FAITH M. WILSON
540 983-7633
INTERNET: wilson@woodsrogers.com


                                November 13, 1998



Board of Directors
Roanoke Gas Company
P.O. Box 13007
Roanoke, Virginia 24030-3007

               In re: Registration Statement on Form S-4 with respect to 
                      1,850,000 shares of Common Stock of Roanoke Gas 
                      Company (the "Company")

Gentlemen:

        We have acted as counsel for you in connection with preparation of the
registration statement on Form S-4 (the "Registration Statement"), pursuant to
the provisions of the Securities Act of 1933, as amended, being filed with the
Securities and Exchange Commission on November 13, 1998, or as soon thereafter
as possible, in respect of 1,850,000 shares of Company Common Stock, and as
such, have examined the same and the exhibits being filed therewith.

        We are generally familiar with your corporate affairs, including your
organization and the conduct of the corporate proceedings relating thereto. We
also have examined such of your corporate records as we have deemed necessary as
the basis for this opinion. Based upon the foregoing, it is our opinion that:

               i. The Company has been duly incorporated and is validly existing
               as a corporation in good standing under the laws of the
               Commonwealth of Virginia.

               ii. The 1,850,000 shares of Company Common Stock which are the
               subject of the Registration Statement have been duly and validly
               authorized, and when issued pursuant to proper resolution of the
               Board of Directors of the Company and upon the terms as set forth
               in the Registration Statement, will be legally issued, fully paid
               and non-assessable.




<PAGE>


Board of Directors
RGC Resources, Inc.
November 13, 1998
Page 2



        The foregoing opinion is contingent upon the Registration Statement
becoming effective. We consent to its use as an exhibit to the Registration
Statement and to reference to this firm in the Prospectus, the Registration
Statement and any amendments thereto.

                                Very truly yours,



                      s/Woods, Rogers & Hazlegrove, P.L.C.
                       WOODS, ROGERS & HAZLEGROVE, P.L.C.




