Exhibit 5(b)


                            REID & PRIEST LLP
                           40 West 57th Street
                           New York, Ny  10019







                                             New York, New York
                                             March 19, 1998


          Northwest Natural Gas Company
          One Pacific Square
          220 N.W. Second Avenue
          Portland, Oregon  97209

          Dear Sirs:

                    With reference to the Registration Statement to be
          filed by the Company on or about the date hereof with the
          Securities and Exchange Commission (SEC) under the Securities Act
          of 1933, as amended (Act), contemplating the issuance and sale
          from time to time by the Company of up to 2,500,000 additional
          shares of its Common Stock (New Stock) and the Common Share
          Purchase Rights appurtenant thereto (Rights), we are of the
          opinion that:

                    1.   The Company has been duly incorporated and is
          validly existing under the laws of the State of Oregon.

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

                    (a)  the Registration Statement shall have become
                    effective;

                    (b)  the Company's Board of Directors or a duly
                    authorized committee thereof shall have taken
                    appropriate action with respect to the issuance and
                    sale of the New Stock;

                    (c)  the issuance of the New Stock shall have been
                    authorized by the Oregon Public Utility Commission and
                    the Washington Utilities and Transportation Commission
                    shall have issued an order establishing compliance with
                    applicable statutory provisions with respect to such
                    issuance;

                    (d)  the New Stock shall have been issued and delivered
                    for the consideration contemplated in the Registration
                    Statement; and

                    (e)  the Rights appurtenant to the New Stock shall have
                    been issued in accordance with the terms of the Rights
                    Agreement dated as of February 27, 1996 between the
                    Company and Boatmen's Trust Company (ChaseMellon
                    Shareholder Services, successor).

                    We are members of the Bar of the State of New York and
          do not hold ourselves out as experts on the laws of the States of
          Oregon and Washington.  We have relied as to all matters governed
          by the laws of such States on the opinion of Mark S. Dodson,
          Esq., General Counsel for the Company, which is to be filed as an
          exhibit to the Registration Statement.

                    We consent to the use of this opinion as an exhibit to
          the Registration Statement and to the use of our name, as
          counsel, therein.  In giving the foregoing consent, we do not
          thereby admit that we belong to the category of persons whose
          consent is required under Section 7 of the Act, or the rules and
          regulations promulgated by the SEC thereunder.

                                             Very truly yours,

                                             /s/ Reid & Priest LLP

                                             REID & PRIEST LLP