Exhibit 5.1.1
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NORTH POINT • 901 LAKESIDE AVENUE • CLEVELAND, OHIO 44114.1190
TELEPHONE: +1.216.586.3939 • FACSIMILE: +1.216.579.0212
February 24, 2021
National Fuel Gas Company
6363 Main Street
Williamsville, New York 14221
Re: $500,000,000 aggregate principal amount of 2.95% Notes due 2031 of National Fuel Gas Company
Ladies and Gentlemen:
We are acting as counsel for National Fuel Gas Company, a New Jersey corporation (the “Company”), in connection with the issuance and sale of $500,000,000 aggregate principal amount of the Company’s 2.95% Notes due 2031 (the “Notes”), pursuant to the Underwriting Agreement, dated as of February 9, 2021, entered into by and among the Company and BofA Securities, Inc., HSBC Securities (USA) Inc. and Wells Fargo Securities, LLC, acting as representatives (in such capacity, the “Representatives”) of the several underwriters named therein. The Notes are being issued under the Indenture, dated as of October 1, 1999 (as supplemented, amended or otherwise modified to date, the “Indenture”), by and between the Company and The Bank of New York Mellon (formerly The Bank of New York), as trustee (the “Trustee”), including the terms of the Notes established as contemplated by Section 301 of the Indenture.
In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of this opinion.
Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the Notes constitute valid and binding obligations of the Company.
The opinion set forth above is subject to the following limitations, qualifications and assumptions:
For purposes of the opinion expressed herein, we have assumed that (i) the Trustee has authorized, executed and delivered the Indenture, (ii) the Notes have been duly authenticated by the Trustee in accordance with the Indenture and (iii) the Indenture is the valid, binding and enforceable obligation of the Trustee.
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