EXHIBIT 5
                                                        ---------

                  LeBOEUF, LAMB, GREENE & MacRAE
        A Partnership Including Professional Corporations
                       125 West 55th Street
                  New York, New York  10019-5389

                                   February 25, 1994

New Jersey Resources Corporation
1415 Wyckoff Road
Wall, New Jersey  07719

Ladies and Gentlemen:

          We have acted as counsel for New Jersey Resources
Corporation, a New Jersey corporation (the "Company"), in
connection with its Registration Statement on Form S-8 (the
"Registration Statement") executed and filed for the purpose of
registering under the Securities Act of 1933, 150,000 shares of
the Company's common stock, par value $2.50 per share (the
"Additional Common Stock"), to be sold pursuant to the Company's
Employees' Retirement Savings Plan (the "Plan").

          In connection with this opinion, we have examined
originals, or copies certified or otherwise identified to our
satisfaction, of such instruments, certificates, records and
documents, and have reviewed such questions of law, as we have
deemed necessary or appropriate for purposes of this opinion.  In
such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals, the conformity to the original documents of all
documents submitted as copies and the authenticity of the
originals of such latter documents.  As to any facts material to
our opinion, we have relied upon the aforesaid instruments,
certificates, records and documents and inquiries of Company
representatives.

          Based upon the foregoing examination, we are of the
opinion that the Additional Common Stock, when sold pursuant to
the Plan, will be validly issued, fully paid and non-assessable
shares, and the Plan participants who are credited with the same
will be entitled to the rights and privileges pertaining thereto
as set forth in the Restated Certificate of Incorporation of the
Company, provided that:

          (a)  the Registration Statement shall have become and
               remain effective for the purpose of the sale of
               the Additional Common Stock; and

          (b)  shares of the Additional Common Stock are duly
               credited to Plan participants by the agent for the
               participants and the consideration therefor shall
               have been received by the Company.

          We are, in this opinion, opining only on the law of the
State of New Jersey (without reference to "blue sky" matters) and
the federal law of the United States.

          We consent to the filing of this opinion as Exhibit 5
to the Registration Statement and the use of our name therein,
and in any amendments thereto.

                                   Very truly yours,


                                   LeBoeuf, Lamb, Greene & MacRae