EXHIBIT 5

July   , 1997

Northern Border Partners, L.P.
1400 Smith Street
Houston, Texas   77002

Ladies and Gentlemen:

     We have acted as counsel to Northern Border Partners, L.P.,
a Delaware limited partnership (the "Partnership"), in connection
with the offer by certain selling shareholders of 125,357 units
representing common limited partner interests in the Partnership
(the "Common Units") pursuant to a Registration Statement on Form
S-3 (the "Registration Statement") filed with the Securities and
Exchange Commission under the Securities Act of 1933.  We have
examined the Registration Statement, the Amended and Restated
Agreement of Limited Partnership of the Partnership, a form of
which has been filed as an exhibit to the Registration Statement
(the "Partnership Agreement"), the Certificate of Limited
Partnership of Northern Border Partners, L.P. (the "Certificate")
filed with the Secretary of State of Delaware pursuant to the
Delaware Revised Uniform Limited Partnership Act in connection
with the formation of the Partnership and such other documents as
we have deemed necessary or appropriate for purposes of this
opinion.  In addition, we have reviewed certain certificates of
officers of the general partners of the Partnership and of public
officials, and we have relied on such certificates with respect
to certain factual matters that we have not independently
established.

     Based upon the foregoing and subject to the limitations and
assumptions set forth herein, we are of the opinion that:

     1.   The Partnership has been duly formed and is validly
existing as a limited partnership under the Delaware Revised
Uniform Limited Partnership Act; and

     2.   All of the Common Units offered by means of the
Registration Statement have been duly authorized by the
Partnership Agreement and are legally issued, fully paid and non-
assessable, except as such non-assessability may be affected by
the matters set forth in the registration statement of the
Partnership on Form S-1 (File No. 33-66158) under the captions
"The Partnership Agreement - Status as Limited Partner or
Assignee" and "The Partnership Agreement - Limited Liability."

     The opinions expressed herein are qualified in the following
respects:

     (A)  We have assumed, without independent verification,
          that the certificates for the Common Units conform
          to the specimens thereof examined by us and have
          been duly countersigned by a transfer agent and
          duly registered by a registrar of the Units.
     
     (B)  We have assumed that (i) each document submitted
          to us for review is accurate and complete, each
          such document that is an original is authentic,
          each such document that is a copy conforms to an
          authentic original and all signatures on each such
          document are genuine, and (ii) each certificate
          from governmental officials reviewed by us is
          accurate, complete and authentic, and all official
          public records are accurate and complete.
     
     (C)  This opinion is limited in all respects to federal
          laws and the Delaware Revised Uniform Limited
          Partnership Act.
     
     We are rendering this opinion as of the time the
Registration Statement becomes effective.  We hereby consent to
the use of our name in the Registration Statement and to the
filing of this opinion as an exhibit to the Registration
Statement.  This consent does not constitute an admission that we
are "experts" within the meaning of such term as used in the
Securities Act of 1933, as amended.

                                   Very truly yours,




                                   Vinson & Elkins L.L.P.


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