

<PAGE>
                                                      Exhibit 5





                                     February 17, 1995


Ashland Inc.
1000 Ashland Drive
Russell, Kentucky 41169

Dear Sirs:

         In connection with the proposed  registration under the Securities
Act of 1933, as amended,  of 1,312,500  shares of common  stock,  par value
$1.00  per  share  (the  "Common  Stock"),  of  Ashland  Inc.,  a  Kentucky
corporation  (the  "Company")  and related  Rights to  Purchase  Cumulative
Preferred  Stock,  Series of 1987 (the  "Rights"),  proposed  to be sold by
certain  shareholders  thereof,  I have examined such corporate records and
other documents, including the Registration Statement on Form S-3 dated the
date hereof relating to such shares (the "Registration  Statement"),  and I
have  reviewed  such  matters of law as I have  deemed  necessary  for this
opinion, and I advise you that in my opinion:

         1. The Company is a corporation  duly  organized and validly  existing
under the laws of the Commonwealth of Kentucky.

         2. All necessary  corporate action on the part of Ashland has been
taken to authorize the  registration  of the Common Stock and Rights.  When
certificates for the Common Stock have been duly executed, countersigned by
a Transfer  Agent,  registered  by a Registrar of Ashland,  and paid for in
accordance  with  applicable law and delivered in accordance with the terms
of the  Waco  Agreement  of Sale  and  Purchase  which is to be filed as an
Exhibit to the  Registration  Statement,  such  shares  will upon  issuance
thereof be validly issued,  fully paid and non-assessable,  and the Rights,
if issued, will be validly issued, fully paid and nonassessable.

         I consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement and to the use of my name under the heading  "Legal
Matters"  in  the  prospectus  constituting  a  part  of  the  Registration
Statement and to references to me wherever appearing therein.


                                               Very truly yours,



                                               Thomas L. Feazell

