EXHIBIT 5



January 25, 2005





Ashland Inc.
50 E. RiverCenter Blvd.
Covington, KY 41012

Gentlemen:

         As Senior Vice President, General Counsel and Secretary of Ashland
Inc. ("Ashland"),  a Kentucky corporation,  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.  Deferred  Compensation  Plan for Employees  (2005) (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 500,000 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  for 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 the Common Stock will upon  issuance
thereof 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