Exhibit 5


                         [Letterhead of Cozen O'Connor]




                                 August 20, 2002


South Jersey Gas Company
One South Jersey Plaza
Route 54
Folsom, NJ 08037


                Re:   Registration Statement on Form S-3

Ladies and Gentlemen:

          We have acted as counsel to South Jersey Gas Company, a New Jersey
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement (the "Registration Statement") on Form S-3 to be filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933 in connection with the proposed issuance of an aggregate
of up to $150,000,000 principal amount of medium term notes (the "Notes") of the
Company. The Notes are to be issued pursuant to the terms of the Indenture of
Trust dated as of October 1, 1998 between the Company and The Bank of New York,
as Trustee (as amended and supplemented, the "Indenture").

          In connection herewith, we have examined the originals or copies of
the Registration Statement, the Indenture, the Certificate of Incorporation and
By-laws of the Company and records of certain corporate proceedings of the
Company relating to, among other things, the Notes. In addition, we have made
such examination of law and fact as we have deemed necessary in order to form a
basis for the opinion hereinafter expressed.

          In making our examination, we have assumed, without independent
investigation, the genuineness of all signatures, the legal capacity of all
individuals who have executed any documents, the authenticity of all documents
submitted to us as originals and the conformity to all authentic original
documents of all documents submitted to us as copies. As to matters of fact that
have not been independently established, we have relied on representations of
officers of the Company.

          We have also assumed that (a) the definitive terms of any Notes
offered pursuant to a prospectus supplement will have been established in
accordance with the authorizing resolutions of the Board of Directors of the
Company and applicable law, (b) the Registration Statement and any amendments
thereto will have become effective, (c) a prospectus supplement will have been
filed with the Commission describing the Notes offered thereby, (d) all Notes



August 20, 2002
Page 2


will be issued in compliance with federal and state securities laws, (e) the
Indenture (including each supplement thereto) has been duly executed and
delivered by the Trustee, and (f) the Notes will have been duly created,
executed, authenticated by the Trustee, issued and delivered against receipt of
consideration therefor approved by the Company and as provided in the Indenture.

          Based on and subject to the foregoing, it is our opinion that the
Notes, when so issued and delivered, will constitute legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, fraudulent transfer, moratorium, reorganization or other similar
laws affecting creditors' rights, creditors' remedies or debtors' obligations
and to general principles of equity (whether asserted in a proceeding at law or
in equity).

          The opinion expressed herein is rendered for your benefit in
connection with the transaction contemplated herein. The opinion expressed
herein may not be used or relied on by any other person, nor may this letter or
any copies thereof be furnished to a third party, filed with a government
agency, quoted, cited or otherwise referred to without our prior written
consent, except as noted below.

          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the prospectus contained
therein under the caption "Legal Matters." In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules or regulations of the
Commission thereunder.

                                 Very truly yours,

                                 /s/ Cozen O'Connor




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