
                                                              Exhibit 5



                                   March 19, 1998

Ashland Inc.
1000 Ashland Drive
Russell, KY 41169

Dear Sirs:

         As Senior Vice President, General Counsel and Secretary of Ashland
Inc., I have examined and am familiar with the Second Restated  Articles of
Incorporation  and the  By-laws  of  Ashland,  both as  amended.  I am also
familiar with the corporate  proceedings taken by the Board of Directors of
Ashland on January 28, 1998 to authorize the filing with the Securities and
Exchange  Commission of a Form S-3  Registration  Statement  covering up to
482,575  shares of  Ashland  Common  Stock,  $1.00 par value  (the  "Common
Stock"),  together with the Rights attached thereto ("Rights") evidenced by
the Common  Stock to the extent  provided in Ashland's  Shareholder  Rights
Agreement dated May 15, 1996, as amended. I have also examined originals or
copies  certified  or  otherwise  identified  to my  satisfaction  of  such
corporate  records  and  other  documents  as I have  deemed  necessary  or
appropriate for purposes of this opinion.

         Based on the foregoing, I am of the opinion that:

         1. Ashland is a duly  organized and validly  existing  corporation
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 the Rights.
Such  shares  of  Common   Stock  are  validly   issued,   fully  paid  and
nonassessable; and the Rights, if issued, will be validly issued.

         I know that I am referred to under the heading "Legal  Matters" in
the  Registration  Statement on Form S-3 and related  Prospectus of Ashland
with respect to the Common Stock,  filed with the  Securities  and Exchange
Commission,  and consent  thereto  and to the filing of this  opinion as an
Exhibit to such Registration Statement.

                                             Very truly yours,


                                               /s/ Thomas L. Feazell

                                              Thomas L. Feazell
