STOEL RIVES 
      _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 

      900 SW Fifth Avenue                  Telephone:  (503) 224-3380 
      Portland, OR  97204-1268             Facsimile:  (503) 220-2480 

                                                                    EXHIBIT 5B 



                              October 20, 1995


Northwest Natural Gas Company 
One Pacific Square 
220 NW Second Avenue 
Portland, OR  97209 



            We have acted as counsel for Northwest Natural Gas Company 
(the "Company") in connection with the filing of a Registration 
Statement on Form S-8 (the "Registration Statement") under the 
Securities Act of 1933, as amended, covering 200,000 shares of common 
stock, $3 1/6 par value of the Company, and an indeterminate amount of 
interests in the Northwest Natural Gas Company Retirement K Savings 
Plan (the "Plan"). 

            The Internal Revenue Service issued its favorable 
determination letter, dated June 1, 1995 on the Plan covering the 1993 
Restatement and Amendment No. 1 to the 1993 Restatement.  Subsequent 
to the issuance of the determination letter, the Company adopted 
Amendment No. 2 to the 1993 Restatement of the Plan. 

            It is our opinion that the provisions of the Plan amended by 
Amendment No. 2 are, as amended, in compliance with the applicable 
requirements of the Employee Retirement Income Security Act of 1974, 
as amended. 

            We consent to the filing of this opinion as an exhibit to 
the Registration Statement. 

                                          Very truly yours, 

                                          STOEL RIVES 

                                          Stoel Rives