<PAGE>
Exhibit 5.1
FLEISCHMAN AND WALSH, L.L.P.
1400 Sixteenth Street, N.W.
Washington, D.C. 20036
(202) 939-7900
July 6, 2000
Southern Union Company
504 Lavaca Street
Suite 800
Austin, Texas 78701
Dear Sir or Madam:
Southern Union Company, a Delaware corporation ("Southern Union"), is
filing a Registration Statement on Form S-4 ("Registration Statement"),
under the Securities Act of 1933, as amended (the "Securities Act"),
relating to the registration of shares of common stock of Southern Union, par
value $1.00 per share ("Common Stock"), to be issued in connection with the
transaction contemplated in the Agreement of Merger ("Merger Agreement"),
dated as of October 4, 1999, by and between Southern Union and Fall River Gas
Company, a Massachusetts corporation ("Fall River"). Pursuant to the
Merger Agreement, Fall River will merge with and into Southern Union, with
Southern Union being the surviving corporation.
As counsel to Southern Union, we have examined the following documents,
corporate records and matters of law:
(i) Southern Union's Restated Certificate of Incorporation as
amended to date;
(ii) Southern Union's Bylaws as amended to date;
(iii) Relevant resolutions adopted by Southern Union's Board of
Directors and its Executive Committee;
(v) The Registration Statement and exhibits thereto; and
(vi) Such other documents, corporate records and matters of law as
we have considered necessary for the purpose of rendering this
opinion.
In our examinations, we have assumed the genuineness of all signatures,
the authenticity of all original or certified copies and the conformity to
original or certified copies of all copies submitted to us as conformed or
reproduction copies. We also have assumed, with respect to all parties to
agreements or
<PAGE>
instruments relevant to the transactions contemplated by the Merger Agreement
other than Southern Union, that such parties had the requisite power and
authority (corporate or otherwise) to execute, deliver and perform such
agreements or instruments, that such agreements or instruments have been duly
authorized by all requisite action (corporate or otherwise), executed and
delivered by such parties and that such agreements or instruments are the
valid, binding and enforceable obligations of such parties. As to various
questions of fact relevant to the opinion expressed herein, we have relied
upon, and have assumed the accuracy of, certificates and oral or written
statements and other information of or from public officials, officers or
representatives of Southern Union, and others.
Based on the foregoing and subject to the limitations set forth herein,
we are of the opinion that the shares of Common Stock to be registered under
the Registration Statement, or any portion thereof, when issued in accordance
with the Merger Agreement, including any amendments thereto, and as described
in the Registration Statement, will be validly issued, fully paid and
nonassessable and will not be subject to preemptive or other rights to
subscribe for or purchase Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and as a part thereof. We also consent to the
reference to our firm under the caption "Legal Matters" in the proxy
statement/prospectus that forms a part of the Registration Statement. In
giving this consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act.
Please be advised that Aaron I. Fleischman, Senior Partner of Fleischman
and Walsh, L.L.P., is a director of Southern Union, and that he, certain
other attorneys with this firm, and this firm have beneficial interests in
shares of Common Stock. Questions with respect to this opinion should be
directed to Stephen A. Bouchard, a partner with this firm.
Sincerely,
/s/ FLEISCHMAN AND WALSH, L.L.P.
