Exhibit 5.1.2
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February 24, 2021
National Fuel Gas Company
6363 Main Street
Williamsville, New York 14221
Re: | National Fuel Gas Company |
Registration Statement on Form S-3
Ladies and Gentlemen:
We have served as special New Jersey counsel to National Fuel Gas Company, a New Jersey corporation (the “Company”), in connection with the issuance and sale by the Company of $500,000,000 2.95% Notes due 2031 (“Notes”), covered by the Registration Statement on Form S-3 (No. 333-244352) (“Registration Statement”), including the prospectus constituting a part thereof, dated August 11, 2020 and the final prospectus supplement, dated February 9, 2021 (collectively, the “Prospectus”), filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (“1933 Act”). We have represented the Company in connection with certain transactions on matters relating to New Jersey corporate law, but do not generally represent the Company nor act as the Company’s regular outside counsel.
The Notes were issued under the Company’s Indenture, dated as of October 1, 1999, to The Bank of New York Mellon (formerly The Bank of New York), as Trustee, including the terms of the Notes set forth in, or determined in a manner provided in, a certificate dated February 24, 2021, delivered pursuant to Section 301 thereof (the “Indenture”). The Notes were sold by the Company pursuant to the Underwriting Agreement dated February 9, 2021 between the Company and the Underwriters named therein. For purposes of our opinions set forth herein, we have assumed, with your consent and without investigation, the correctness and accuracy of the opinions, dated this same date, of Jones Day.
In connection with rendering the opinions contained in this letter, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, agreements, certificates of public officials and other instruments and reviewed such questions of law as we have deemed necessary or appropriate for the purposes of the opinions contained in this letter, including the following documents:
| (a) | the Registration Statement and Prospectus; |
| (b) | the Indenture and Notes; |
| (c) | the certificate of the Secretary of the Company dated as of even date herewith (the “Secretary’s Certificate”); |
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