


Exhibit 5 - Opinion of David L. Hausrath

                                      February 1, 2001



Ashland Inc.
50 E. RiverCenter Boulevard
P.O. Box 391
Covington, KY 41012-0391


Gentlemen:

         As Vice President and General  Counsel of Ashland Inc., a Kentucky
corporation  ("Ashland"),  I  have  examined  and  am  familiar  with  such
documents,  corporate  records  and  other  instruments  as I  have  deemed
necessary  for the  purposes  of this  opinion,  including  the Amended and
Restated   Ashland  Inc.   Incentive  Plan  (the  "Plan"),   the  corporate
proceedings  of  Ashland  taken to adopt  the  Plan,  and the  Registration
Statement on Form S-8 (the "Registration  Statement") filed by Ashland with
the  Securities  and Exchange  Commission  for the  registration  under the
Securities  Act of 1933, as amended,  of 4,000,000  shares of Common Stock,
par value $1.00 per share,  of Ashland  ("Common  Stock") to be distributed
under the Plan.

         Based  upon  the  foregoing,   I  am  of  the  opinion  that  when
certificates  representing  such  shares  of  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 Plan, such shares of Common Stock will be
duly authorized, validly issued, fully paid and nonassessable.

         I hereby consent to the use of my opinion for filing as an exhibit
to the Registration Statement.

                                      Very truly yours,



                                      David L. Hausrath


