EXHIBIT 5.1

INTERNAL REVENUE SERVICE                     DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
915 SECOND AVENUE, MS 510
SEATTLE, WA 98174
                                             Employer Identification Number:
                                                      93-0256722
Date:    June 01 1995                        File Folder Number:
                                                      931003226
NORTHWEST NATURAL GAS COMPANY                Person to Contact:
C/O DENNIS LEYBOLD                                    DEBRA WITSOE
900 SW FIFTH AVENUE, SUITE 2300              Contact Telephone Number:
PORTLAND, OR  97204                                   (206) 220-6080
                                             Plan Name:
                                                       NORTHWEST NATURAL
                                                       GAS COMPANY
                                                       RETIREMENT K
                                                       SAVINGS PLAN
                                             Plan Number:  008

Dear Applicant:

     We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.

     Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.

     The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.

     This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.

     This determination is subject to your adoption of the proposed amendments
submitted in your letter dated May 23, 1995. The proposed amendments should be
adopted on or before the date prescribed by the regulations under Code section
401(b).

     Your plan does not consider total compensation for purposes of figuring
benefits. In operation, the provision may discriminate in favor of employees who
are highly compensated. If this occurs, your plan will not remain qualified.


     This determination letter is applicable for the amendment(s) adopted on
February 25, 1993.

     This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.

     This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in this
letter.

     This plan satisfies the nondiscriminatory current availability requirements
of section 1.401(4)-4(b) of the regulations with respect to those benefits,
rights, and features that are currently available to all employees in the plan's
coverage group. For this purpose, the plan's coverage group consists of those
employees treated as currently benefiting for purposes of demonstrating that the
plan satisfies the minimum coverage requirements of section 410(b) of the Code.

     This plan qualifies for Extended Reliance described in the last paragraph
of Publication 794 under the caption "Limitations of a Favorable Determination
Letter".

     This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.

     The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.

     We have sent a copy of this letter to your representatives as indicated in
the power of attorney.

     If you have any questions concerning this matter, please contact the person
whose name and telephone number are shown above.

                                       Sincerely yours,

                                       /s/ Richard R. Orosco
                                       Richard R. Orosco
                                       District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
 for Employee Benefit Plans
Addendum