Exhibit 5(b)
REID & PRIEST LLP
40 WEST 57TH STREET
NEW YORK, N. Y. 10019-4097
TELEPHONE 212 603-2000
FAX 212 603-2001
October 31, 1996
Northwest Natural Gas Company
220 N.W. Second Avenue
Portland, Oregon 97209
Ladies and Gentlemen:
With respect to the Registration Statement on Form S-3
to be filed with the Securities and Exchange Commission (the
"Commission") on or about the date hereof by Northwest Natural
Gas Company (the "Company") for the registration under the
Securities Act of 1933, as amended, of $150,000,000 aggregate
principal amount of Secured Medium-Term Notes, Series B ("Secured
Notes") and Unsecured Medium-Term Notes, Series B ("Unsecured
Notes")(the Secured Notes and the Unsecured Notes are hereinafter
collectively referred to as the "Notes") to be issued by the
Company, and for the qualification under the Trust Indenture Act
of 1939, as amended, of the Company's Mortgage and Deed of Trust,
as supplemented ("Mortgage"), under which the Secured Notes are
to be issued, and the Company's Indenture ("Indenture") under
which the Unsecured Notes are to be issued, we are of the opinion
that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Oregon.
2. All action necessary to make the Notes legally issued
and valid and binding obligations of the Company will have been
taken when:
(a) the Company's Registration Statement on Form S-3,
as it may be amended, shall have become effective
in accordance with the applicable provisions of
the Securities Act of 1933, as amended, and a
supplement or supplements to the Prospectus
constituting a part of the Registration Statement
specifying certain details with respect to the
offering or offerings of the Notes shall have been
filed with the Commission, and the Mortgage and
the Indenture shall have been qualified under the
Trust Indenture Act of 1939, as amended;
(b) an appropriate order or orders shall have been
issued by each of the Public Utility Commission of
Oregon and the Washington Utilities and
Transportation Commission authorizing the issuance
and sale by the Company of the Notes; and
(c) the Notes shall have been appropriately issued and
delivered for the consideration contemplated by,
and otherwise in conformity with, the acts,
proceedings and documents referred to above.
We are members of the New York Bar and do not hold
ourselves out as experts on the laws of any other state. As to
all matters of Oregon and Washington law, we have relied upon an
opinion of even date herewith addressed to you by Bruce B.
Samson, Esq., which is filed as Exhibit 5(a) to the Registration
Statement.
We hereby consent to the use of this opinion as an
exhibit to the Registration Statement, as it may be amended, and
consent to such references to our firm as may be made in such
Registration Statement and in the Prospectus.
Very truly yours,
/s/ Reid & Priest LLP
REID & PRIEST LLP