EXHIBIT 5.01
                                      
                       [O'MELVENY & MYERS LETTERHEAD]
                                      
                                  December
                                    30th
                                    1996
                                      
Southwest Gas Corporation
5241 Spring Mountain Road
P.O. Box 98510
Las Vegas, Nevada 89193

     Re:  Up to $150,000,000 Aggregate Principal Amount of Medium-Term Notes,
          Series A of Southwest Gas Corporation (the "Company")

Ladies and Gentlemen:

     We have acted as special counsel in connection with the issuance and
sale by the Company of an aggregate of up to $150,000,000 principal amount of
the Company's Medium-Term Notes, Series A (the "Notes") pursuant to that
certain Distribution Agreement dated December 30, 1996 (the "Agreement")
among the Company, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Dean Witter Reynolds Inc. and Painewebber Incorporated.  The
Notes are to be issued pursuant to an Indenture dated as of July 15, 1996
(the "Original Indenture") between the Company and Harris Trust and Savings
Bank, as Trustee (the "Trustee"), as supplemented and amended by the First
Supplemental Indenture dated as of August 1, 1996 (the "First Supplement")
and the Second Supplemental Indenture dated as of December 30, 1996 (the
"Second Supplement" and together with the First Supplement and the Original
Indenture, the "Indenture").

     On the basis of our consideration of such questions of law as we have
deemed relevant in the circumstances, we are of the opinion, subject to the
assumptions and limitations set forth herein, that the Notes have been duly
authorized by all necessary corporate action on the part of the Company and,
when the final terms of a particular Note and of its issuance and sale have
been duly established in conformity with the Indenture and when such


Page 2 - Southwest Gas Corporation - December 30, 1996


Note has been duly executed, authenticated and issued in accordance with the
provisions of the Indenture and upon payment for and delivery of the Notes in
accordance with the terms of the Agreement and the Indenture, will constitute
the legally valid and binding obligations of the Company, enforceable against
the Company in accordance with their terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating
to or affecting creditors' rights generally (including, without limitation,
fraudulent conveyance laws), and except that the enforceability of the Notes
is subject to the effect of general principles of equity, including, without
limitation, concepts of materiality, reasonableness, good faith and fair
dealing and the possible unavailability of specific performance or injunctive
relief, regardless of whether considered in a proceeding in equity or at law.

     We have, with your approval, assumed that the certificates for the Notes
will conform to the forms thereof examined by us, that the signatures on all
documents examined by us are genuine, that all items submitted as originals
are authentic, and that all items submitted as copies conform to the
originals, assumptions which we have not independently verified.

     We consent to the incorporation of this opinion in the Company's current
Report on Form 8-K, event date December 30, 1996.


                                   Respectfully submitted,

                                   /s/ O'MELVENY & MYERS LLP