Exhibit 5
                    Opinion of David L. Hausrath, Esq.




                                May 20, 2003



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 Ashland Inc.
Stock  Option  Plan for  Employees  of Joint  Ventures  (the  "Plan"),  the
corporate  proceedings  of  Ashland  taken  to  adopt  the  Plan,  and  the
Registration Statement on Form S-3 (the "Registration  Statement") filed by
Ashland with the  Securities and Exchange  Commission for the  registration
under the Securities  Act of 1933, as amended,  of 296,385 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,

                           /s/ David L. Hausrath

                             David L. Hausrath