EXHIBIT 5


                          STOLL, KEENON & PARK, LLP
                      300 WEST VINE STREET, SUITE 2100
                       LEXINGTON, KENTUCKY 40507-1801
                                859-231-3000





                              October 29, 2002



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

         RE: Delta Natural Gas Company, Inc.
             Registration Statement

Dear Sir or Madam:

         We are acting as counsel to Delta Natural Gas Company, Inc.
("Delta"), a Kentucky corporation, in connection with the issuance and sale
by Delta of $20,000,000 in debentures due 2022 (the "Debentures"). A
Registration Statement on Form S-2 with respect to the Debentures has been
filed by Delta with the Securities and Exchange Commission.

         In our capacity as such counsel to Delta, we have familiarized
ourselves with the corporate affairs of Delta and are familiar with the
actions taken by Delta in connection with the aforementioned issuance and
sale. We have examined the original or certified copies of all such records
of Delta and all such agreements, certificates of public officials,
certificates of officers or representatives of Delta and others and such
other documents as we deem relevant and necessary as a basis for the
opinions hereinafter expressed. In such examination we have assumed the
genuineness of all signatures on original documents and the conformity to
original documents of all copies submitted to us as conformed or photostatic
copies. As to various questions of fact material to such opinions, we have
relied upon statements or certificates of officials and representatives of
Delta and others.

         Based upon the foregoing, it is our opinion that:

                  1. Delta is a corporation duly organized and validly
         existing under the laws of the State of Kentucky.





                  2. The Debentures have been legally authorized by Delta
         and will, when sold, be legally issued, fully paid and
         non-assessable, and the Debentures will be binding obligations of
         Delta.

         We hereby consent to the filing of this opinion as an Exhibit to
the Registration Statement. We also hereby consent to the use of our name
under "Legal Matters" in the Prospectus constituting part of the
Registration Statement.

                                               Very truly yours,



                                               STOLL, KEENON & PARK, LLP
                                               By: Rutheford B Campbell, Jr.


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