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Exhibit 8.2
[HUGHES HUBBARD & REED LLP LETTERHEAD]
July 6, 2000
Southern Union Company
504 Lavaca Street
Suite 800
Austin, Texas 78701
Ladies and Gentlemen:
Reference is made to the Registration Statement of Southern Union
Company, a Delaware corporation ("SUG"), on Form S-4 (the "Registration
Statement"), as amended or supplemented through the date hereof, and the
proxy statement/prospectus included therein to be sent to stockholders of
Fall River Gas Company, a Massachusetts corporation ("Fall River") (the
"Fall River Proxy Statement/Prospectus"), relating to the merger (the
"Fall River Merger") of Fall River with and into SUG.
We have participated in the preparation of the discussions set forth in
the section of the Fall River Proxy Statement/Prospectus entitled "The Merger
-- Significant U.S. Federal Income Tax Consequences of the Merger." In our
opinion, such discussion, insofar as it relates to the federal income tax
consequences of the Fall River Merger, is accurate in all material respects.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the
references to us contained in the Registration Statement. In giving such
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 of 1933, as amended.
Very truly yours,
/s/ HUGHES HUBBARD & REED LLP
