
                                                                     Exhibit 5




                                January 14, 1999


Board of Directors
RGC Resources, Inc.
519 Kimball Avenue, N.E.
Roanoke, Virginia 24016
   
   In Re:   Registration Statement on Form S-4 with respect to 1,825,000 shares
            of Common Stock of RGC Resources, Inc. (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.
January 14, 1999
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.




