Exhibit 5.1

                              STRYKER, TAMS & DILL
                               TWO PENN PLAZA EAST
                               NEWARK, N.J. 07105
                                 (201) 491-9500





                                                              May 1, 1996




National Fuel Gas Company
10 Lafayette Square
Buffalo, New York 14203

Ladies and Gentlemen:

         With reference to the Registration Statement on Form S-8 to be filed on
or about the date hereof with the Securities and Exchange Commission by National
Fuel Gas  Company  ("Company")  under the  Securities  Act of 1933,  as  amended
("Act"),  pursuant to which the Company intends to register  2,000,000 shares of
its common stock, one dollar ($1.00) par value ("Stock"),  for offer and sale in
connection with its Tax-Deferred  Savings Plan for Non-Union Employees ("Plan"),
we are of the opinion that:

         1.       The Company is a corporation duly incorporated and validly
existing under the laws of the State of New Jersey.

         2. All action  necessary  to make the  authorized  but  unissued  Stock
legally issued, fully paid and non-assessable will have been taken when:

                  a. The  Company  shall have  received an order  approving  its
Application-Declaration  on Form U-1  pursuant  to the  Public  Utility  Holding
Company Act of 1935, as amended,  relating to the authorized but unissued Stock,
and such order shall have become and remain effective;

                  b. A meeting or meetings of your Board of  Directors  and/or a
duly appointed and authorized  committee thereof shall have taken all actions as
may be necessary to consummate the  authorization  of the proposed  issuance and
sale of the Stock,  including fixing or otherwise  determining the consideration
to be received therefor; and

                  c. The Stock  shall  have been  issued and  delivered  for the
consideration  contemplated  in  the  Registration  Statement  and  certificates
therefor shall have been duly executed, countersigned, registered and delivered.

         We hereby  consent  to the use of this  opinion  as an  exhibit to your
Registration Statement and to the use of our name therein.

                                               Very truly yours,


                                              /s/Stryker, Tams & Dill
                                              STRYKER, TAMS & DILL