UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
_____________________________________X
:
In the Matter of :
:
NATIONAL FUEL GAS COMPANY : CERTIFICATE
NATIONAL FUEL GAS :
DISTRIBUTION CORPORATION :
PENN-YORK ENERGY CORPORATION : PURSUANT TO
NATIONAL FUEL GAS SUPPLY CORPORATION : RULE 24
SENECA RESOURCES CORPORATION : -----------
EMPIRE EXPLORATION, INC. :
UTILITY CONSTRUCTORS, INC. :
:
File No. 70-8143 :
:
(Public Utility Holding Company :
Act of 1935) :
_____________________________________X
This is to certify, pursuant to Rule 24 under the Public Utility
Holding Company Act of 1935, that the transactions described below, which
were proposed by National Fuel Gas Company ("Company"), National Fuel Gas
Distribution Corporation ("Distribution Corporation"), Penn-York Energy
Corporation ("Penn-York"), National Fuel Gas Supply Corporation ("Supply"),
Seneca Resources Corporation ("Seneca"), Empire Exploration, Inc.
("Empire") and Utility Constructors, Inc. ("Utility Constructors"), in the
above file, have been carried out in accordance with the terms and
conditions of and for the purposes represented by said joint Application or
Declaration, as amended, and pursuant to the order of the Securities and
Exchange Commission with respect thereto dated June 18, 1993.
On July 7, 1994, the Company was notified of an offer to purchase
$50,000,000 aggregate principal amount of the Company's Medium-Term Notes,
Series C ("MTNs") due July 14, 1999 at an interest rate of 7.25%. On July
7, 1994, the Company accepted the offer by executing a Terms Agreement with
Goldman, Sachs & Co., one of the Agents named in the Distribution Agreement
dated July 21, 1993.
On July 7, 1994, the Company was notified of a second offer to
purchase $50,000,000 aggregate principal amount of the Company's MTNs due
July 15, 2024 at an interest rate of 8.48%. On July 7, 1994, the Company
accepted the offer by executing a Terms Agreement with Kidder, Peabody &
Co. Incorporated, one of the Agents named in the Distribution Agreement
dated July 21, 1993.
On July 14, 1994, the Company issued and sold $50,000,000
aggregate principal amount of its 7.25% non-redeemable MTNs due July 14,
1999 to Goldman, Sachs & Co. and $50,000,000 aggregate principal amount of
its 8.48% redeemable MTNs due July 15, 2024 to Kidder, Peabody & Co.
Incorporated.
The proceeds from the sale of the 7.25% non-redeemable MTNs due
July 14, 1999 were loaned to Supply in exchange for long-term unsecured
notes issued by Supply.
The proceeds from the sale of the 8.48% redeemable MTNs due July
15, 2024 were loaned in part to Supply ($30,000,000) in exchange for long-
term unsecured notes issued by Supply, and in part to Distribution
Corporation ($20,000,000) in exchange for long-term unsecured notes issued
by Distribution Corporation.
Attached hereto and incorporated by reference are:
Exhibit A-1 - Copy of Pricing Supplement No. 3 used in connection
with the sale of the MTNs.
Exhibit A-2 - Copy of Pricing Supplement No. 4 used in connection
with the sale of the MTNs.
Exhibit B-1 - Conformed copy of the Terms Agreement dated July 7,
1994 between the Company and Goldman, Sachs & Co.
Exhibit B-2 - Conformed copy of the Terms Agreement dated July 7,
1994 between the Company and Kidder, Peabody & Co. Incorporated.
Exhibit F-1(a) - Post effective opinion of Reid & Priest.
Exhibit F-2(a) - Post effective opinion of Stryker, Tams & Dill.
Exhibit F-3(a) - Post effective opinion of Richard M. DiValerio,
Esq.
IN WITNESS WHEREOF, National Fuel Gas Company has caused this
certificate to be executed this 25th day of
July, 1994.
NATIONAL FUEL GAS COMPANY
By /s/ Joseph P. Pawlowski
-----------------------
Joseph P. Pawlowski
Treasurer
NATIONAL FUEL GAS
DISTRIBUTION CORPORATION
By /s/ Gerald T. Wehrlin
-----------------------
Gerald T. Wehrlin
Senior Vice President and
Controller
SENECA RESOURCES CORPORATION
By /s/ Gerald T. Wehrlin
-----------------------
Gerald T. Wehrlin
Secretary, Treasurer and
Controller
NATIONAL FUEL GAS SUPPLY
CORPORATION
By /s/ Joseph P. Pawlowski
-----------------------
Joseph P. Pawlowski
Senior Vice President,
Treasurer
PENN-YORK ENERGY CORPORATION
By /s/ Joseph P. Pawlowski
-----------------------
Joseph P. Pawlowski
Treasurer
EMPIRE EXPLORATION INC.
By /s/ Joseph P. Pawlowski
-----------------------
Joseph P. Pawlowski
Treasurer
UTILITY CONSTRUCTORS, INC.
By /s/ Joseph P. Pawlowski
-----------------------
Joseph P. Pawlowski
Treasurer
EXHIBIT A-1
Rule 424(b)(3)
File No. 33-49401
PRICING SUPPLEMENT NO. 3, DATED JULY 7, 1994
(To Prospectus dated April 15, 1994
and Prospectus Supplement dated April 15, 1994)
NATIONAL FUEL GAS COMPANY
(Medium-Term Notes, Series C)
Trade Date: July 7, 1994
Principal Amount: $50,000,000
Price to Public: 100.000%
Issue Date: July 14, 1994 (the Offered Notes
will bear interest from July 14, 1994)
Maturity Date: July 14, 1999
Interest Rate: 7.25%
Underwriting Discount: .468%
Proceeds to the Company: $49,766,000
Additional Terms: Non-Redeemable
UNDERWRITING
Subject to the terms and conditions set forth in a Terms
Agreement, dated July 7, 1994 between Goldman, Sachs & Co. (the
"Purchaser") and the Company (the "Terms Agreement"), the Purchaser has
agreed to purchase from the Company, and the Company has agreed to sell to
the Purchaser, as principal, $50,000,000 principal amount of the Offered
Notes.
Under the terms and conditions of the Terms Agreement, the
Purchaser is authorized to utilize a selling or dealer group in connection
with the resale of the Offered Notes.
The Company has been advised by the Purchaser that it proposes to
offer the Offered Notes to one or more investors or other purchasers,
including other dealers, from time to time in one or more transactions,
including negotiated transactions, at varying prices related to prevailing
market prices at the time of resale.
EXHIBIT A-2
Rule 424(b)(3)
File No. 33-49401
PRICING SUPPLEMENT NO. 4, DATED JULY 7, 1994
(To Prospectus dated April 15, 1994
and Prospectus Supplement dated April 15, 1994)
NATIONAL FUEL GAS COMPANY
(Medium-Term Notes, Series C)
Trade Date: July 7, 1994
Principal Amount: $50,000,000
Price to Public: 100.000%
Issue Date: July 14, 1994 (the Offered Notes
will bear interest from July 14, 1994)
Maturity Date: July 15, 2024
Interest Rate: 8.48%
Underwriting Discount: .701%
Proceeds to the Company: $49,649,500
Redemption Terms: Redeemable, at the option of the Company, on or after
July 14, 1999 at the Redemption Prices set forth below:
(If redeemed during
the twelve months
ending July 13) Regular
Year Redemption Price (%)
------------------- --------------------
2000 106.36
2001 105.94
2002 105.51
2003 105.09
2004 104.66
2005 104.24
2006 103.82
2007 103.39
2008 102.97
2009 102.54
2010 102.12
2011 101.70
2012 101.27
2013 100.85
2014 100.42
2015 and thereafter 100.00
UNDERWRITING
Subject to the terms and conditions set forth in a Terms
Agreement, dated July 7, 1994 between Kidder, Peabody & Co. Incorporated
(the "Purchaser") and the Company (the "Terms Agreement"), the Purchaser
has agreed to purchase from the Company, and the Company has agreed to sell
to the Purchaser, as principal, $50,000,000 principal amount of the Offered
Notes.
Under the terms and conditions of the Terms Agreement, the
Purchaser is authorized to utilize a selling or dealer group in connection
with the resale of the Offered Notes.
The Company has been advised by the Purchaser that it proposes to
offer the Offered Notes to one or more investors or other purchasers,
including other dealers, from time to time in one or more transactions,
including negotiated transactions, at varying prices related to prevailing
market prices at the time of resale.
EXHIBIT B-1
NATIONAL FUEL GAS COMPANY
Medium-Term Notes, Series C
TERMS AGREEMENT
---------------
July 7, 1994
National Fuel Gas Company
10 Lafayette Square
Buffalo, New York 14203
Dear Ladies and Gentlemen:
Subject to the terms and conditions set forth herein, Goldman,
Sachs & Co. (the "Purchaser") agrees to purchase from National Fuel Gas
Company (the "Company"), and the Company agrees to sell to the Purchaser,
$50,000,000 principal amount of the Company's Medium-Term Notes, Series C
having the terms set forth below (the "Offered Notes") at a purchase price
equal to 99.532% (100.000% - .468%) of the principal amount thereof.
Principal Amount: $50,000,000
Interest Rate: 7.25%
Price to Public: 100.000%
Commission: .468%
Proceeds to the Company: $49,766,000
Settlement Date: July 14, 1994
Redemption Terms: Non-redeemable
Date of Maturity: July 14, 1999
Issue Date: July 14, 1994 (the Offered
Notes will bear interest
from July 14, 1994)
Payment Terms: Wire transfer of immediately
available funds
Delivery of Notes: Through the facilities of
The Depository Trust Company
The Purchaser requires that the Company deliver an Officers'
Certificate pursuant to Section 7(d) of the Distribution Agreement dated
July 21, 1993 between the Company and each of the Purchaser and the other
parties named therein (the "Distribution Agreement").
The Company agrees that during the period ending on the
Settlement Date, it will not offer for sale, issue or sell, or enter into
any agreement to offer for sale, issue or sell, any securities of the
Company having terms substantially similar to those of the Offered Notes.
The Purchaser is hereby authorized by the Company to utilize a
selling or dealer group in connection with the resale of the Offered Notes.
The Company has been advised by the Purchaser that it proposes to
offer the Offered Notes to one or more investors or other purchasers,
including other dealers, from time to time in one or more transactions,
including negotiated transactions, at varying prices related to prevailing
market prices at the time of resale.
The sale of the Offered Notes to the Purchaser is being made
pursuant to the terms of Section 11 of the Distribution Agreement. The
provisions of the Distribution Agreement are hereby incorporated by
reference herein and shall be deemed to be part of this Terms Agreement to
the same extent as if such provisions had been set forth in full herein.
Please accept this offer by signing a copy of this Terms
Agreement in the space set forth below and returning the signed copy to us.
By: /s/ Goldman, Sachs & Co.
-----------------------------
(GOLDMAN, SACHS & CO.)
Accepted:
NATIONAL FUEL GAS COMPANY
By: /s/ Thomas E. Burns
---------------------
EXHIBIT B-2
NATIONAL FUEL GAS COMPANY
Medium-Term Notes, Series C
TERMS AGREEMENT
---------------
July 7, 1994
National Fuel Gas Company
10 Lafayette Square
Buffalo, New York 14203
Dear Ladies and Gentlemen:
Subject to the terms and conditions set forth herein, Kidder,
Peabody & Co. Incorporated (the "Purchaser") agrees to purchase from
National Fuel Gas Company (the "Company"), and the Company agrees to sell
to the Purchaser, $50,000,000 principal amount of the Company's Medium-Term
Notes, Series C having the terms set forth below (the "Offered Notes") at a
purchase price equal to 99.299% (100.000% - .701%) of the principal amount
thereof.
Principal Amount: $50,000,000
Interest Rate: 8.48%
Price to Public: 100.000%
Commission: .701%
Proceeds to the Company: $49,649,500
Settlement Date: July 14, 1994
Redemption Terms: Redeemable, at the option of the
Company, on or after July 14, 1999
at the Redemption Prices set forth
below:
(If redeemed during
the twelve months
ending July 13) Regular
Year Redemption Price (%)
--------------- --------------------
2000 106.36
2001 105.94
2002 105.51
2003 105.09
2004 104.66
2005 104.24
2006 103.82
2007 103.39
2008 102.97
2009 102.54
2010 102.12
2011 101.70
2012 101.27
2013 100.85
2014 100.42
2015 and thereafter 100.00
Date of Maturity: July 15, 2024
Issue Date: July 14, 1994 (the Offered
Notes will bear interest
from July 14, 1994)
Payment Terms: Wire transfer of immediately
available funds
Delivery of Notes: Through the facilities of
The Depository Trust Company
The Purchaser requires that the Company deliver an Officers'
Certificate pursuant to Section 7(d) of the Distribution Agreement dated
July 21, 1993 between the Company and each of the Purchaser and the other
parties named therein (the "Distribution Agreement").
The Company agrees that during the period ending on the
Settlement Date, it will not offer for sale, issue or sell, or enter into
any agreement to offer for sale, issue or sell, any securities of the
Company having terms substantially similar to those of the Offered Notes.
The Purchaser is hereby authorized by the Company to utilize a
selling or dealer group in connection with the resale of the Offered Notes.
The Company has been advised by the Purchaser that it proposes to
offer the Offered Notes to one or more investors or other purchasers,
including other dealers, from time to time in one or more transactions,
including negotiated transactions, at varying prices related to prevailing
market prices at the time of resale.
The sale of the Offered Notes to the Purchaser is being made
pursuant to the terms of Section 11 of the Distribution Agreement. The
provisions of the Distribution Agreement are hereby incorporated by
reference herein and shall be deemed to be part of this Terms Agreement to
the same extent as if such provisions had been set forth in full herein.
Please accept this offer by signing a copy of this Terms
Agreement in the space set forth below and returning the signed copy to us.
KIDDER, PEABODY & CO. INCORPORATED
By: /s/ Nancy K. Quinn
-------------------------
Nancy K. Quinn
Managing Director
Accepted:
NATIONAL FUEL GAS COMPANY
By: /s/ Thomas E. Burns
----------------------
Reid & Priest
40 W. 57th Street
New York, New York 10019
Exhibit F-1(a)
New York, New York
July 25, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: National Fuel Gas Company
National Fuel Gas Distribution Corporation
Penn-York Energy Corporation
National Fuel Gas Supply Corporation
Seneca Resources Corporation
Empire Exploration, Inc.
Utility Constructors, Inc.
File No. 70-8143
--------------------------------------------
Ladies and Gentlemen:
With reference to the joint application or declaration on Form U-
1, as amended, filed on January 29, 1993 by National Fuel Gas Company
("National") and National Fuel Gas Distribution Corporation ("Distribution
Corporation"), Penn-York Energy Corporation ("Penn-York"), National Fuel
Gas Supply Corporation ("Supply"), Seneca Resources Corporation ("Seneca"),
Empire Exploration, Inc. ("Empire") and Utility Constructors, Inc.
("Utility Constructors"), wholly-owned subsidiaries of National, and, in
connection therewith, (i) the issuance and sale by National of $50,000,000
in aggregate principal amount of its non-redeemable 7.25% Medium-Terms
Notes, Series C, due July 14, 1999 (the "7.25% MTNs"), and the issuance and
sale by National of $50,000,000 in aggregate principal amount of its
redeemable 8.48% Medium-Term Notes, Series C, due July 15, 2024 (the "8.48%
MTNs") (the 7.25% MTNs together with the 8.48% MTNs are collectively
referred to as the "MTNs"), and (ii) the acquisition by National of
$80,000,000 in long-term unsecured notes issued by Supply and $20,000,000
in long-term unsecured notes issues by Distribution Corporation
(collectively, the "Transactions"), we are of the opinion that:
1. National is a corporation organized and duly existing under
the laws of the State of New Jersey.
2. The above-described Transactions have been consummated in
accordance with the joint application or declaration, as
amended, the order of the Securities and Exchange Commission
thereon and, with respect to the issuance and sale of the
MTNs, the registration statement filed as an exhibit to such
application or declaration.
3. All state laws applicable to the Transactions (other than
so-called "blue-sky" laws or similar laws, upon which we do
not pass herein) have been complied with.
4. The MTNs are valid and binding obligations of National in
accordance with their terms, except as limited by
bankruptcy, insolvency or other laws affecting enforcement
of creditors' rights and by principles of equity affecting
the availability of remedies.
5. The legal rights of the holders of any securities issued by
National or any subsidiary company have not been violated by
the Transactions.
We are members of the New York Bar and do not hold ourselves out
as experts on the laws of any other state. Accordingly, in giving this
opinion, we have relied, as to all matters governed by the law of the State
of New Jersey, upon the opinion of Stryker, Tams & Dill, New Jersey Counsel
for National, which is to be filed as an exhibit to the Certificate
pursuant to Rule 24.
We consent to the use and filing of this opinion in connection
with and/or as an exhibit to National's Certificate pursuant to Rule 24.
Very truly yours,
REID & PRIEST
By: /s/ Clive D. Conley
----------------------
Clive D. Conley
Stryker, Tams & Dill
Two Penn Plaza East
Newark, New Jersey 07105
Exhibit F-2(a)
July 25, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: National Fuel Gas Company
National Fuel Gas Distribution Corporation
Penn-York Energy Corporation
National Fuel Gas Supply Corporation
Seneca Resources Corporation
Empire Exploration, Inc.
Utility Constructors, Inc.
File No. 70-8143
------------------------------------------
Ladies and Gentlemen:
With reference to the above-referenced joint application or
declaration on Form U-1, as amended (the "Application-Declaration"), filed
by National Fuel Gas Company ("National") and National Fuel Gas
Distribution Corporation ("Distribution"), Penn-York Energy Corporation
("Penn-York"), National Fuel Gas Supply Corporation ("Supply"), Seneca
Resources Corporation ("Seneca"), Empire Exploration, Inc. ("Empire") and
Utility Constructors, Inc., ("Utility Constructors"), wholly-owned
subsidiaries of National, and, in connection therewith, (i) the issuance
and sale by National of $50,000,000 in aggregate principal amount of its
non-redeemable 7.25% Medium-Term Notes, Series C, due July 14, 1994 (the
"7.25% MTNs"), and the issuance and sale by National of $50,000,000 in
aggregate principal amount of its redeemable 8.48% Medium-Term Notes,
Series C, due July 15, 2024 (the "8.48% MTNs") (the 7.25% MTNs together
with the 8.48% MTNs are collectively referred to as the "MTNs"), and (ii)
the acquisition by National of $80,000,000 in long-term unsecured notes
issued by Supply (the "Supply Notes") and $20,000,000 in long-term
unsecured notes issued by Distribution Corporation (the "Distribution
Notes"), we are of the opinion that:
1. National is a corporation organized and duly existing under the
laws of the State of New Jersey.
2. The above-described transactions have been consummated in
accordance with the Application-Declaration, the order of the Securities
and Exchange Commission thereon and, with respect to the issuance and sale
of the MTNs, the registration statement of National on Form S-3 relating
thereto (No. 33-49401), filed as an exhibit to the Application-Declaration.
3. All laws of the State of New Jersey applicable to the above-
described transactions (other than the New Jersey Uniform Securities Law,
as amended, upon which we do not opine herein) have been complied with.
4. Insofar as New Jersey law is applicable, the MTNs are valid and
binding obligations of National, enforceable against National in accordance
with their terms, except as limited by (i) bankruptcy, insolvency,
reorganization, fraudulent conveyance and other laws of general
applicability relating to or affecting creditors' rights and (ii) general
principles of equity affecting the availability of remedies (whether such
enforceability is considered in a proceeding at law or in equity).
5. Insofar as New Jersey law is applicable, National has legally
acquired the Supply Notes and the Distribution Notes.
6. The legal rights of the holders of any securities issued by
National have not been violated.
In rendering the opinions expressed in paragraphs 2 and 4 hereof, we
have assumed that the MTNs were duly authenticated and delivered by The
Bank of New York (formerly "Irving Trust Company"), as Trustee (the
"Trustee"), in accordance with the provisions of that certain Indenture
dated as of October 15, 1974, between National and the Trustee, as amended
and supplemented, pursuant to which the MTNs were issued. We have further
assumed in this connection that the agreed upon consideration for the MTNs
was paid by the purchasers, as contemplated by the Distribution Agreement
dated as of July 21, 1993 between National and Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Bear, Stearns & Co. Inc., Chase
Securities, Inc., Goldman, Sachs & Co., Kidder Peabody & Co. Incorporated
and Lehman Brothers Inc., as Agents, and the separate Terms Agreements
dated July 7, 1994 between National and each of Goldman, Sachs & Co., and
Kidder, Peabody & Co. Incorporated.
In rendering the opinion expressed in paragraph 5 hereof, we have
assumed that the Supply Notes and Distribution Notes were lawfully issued
by Supply and Distribution, respectively; that all authorizations and
approvals (corporate, governmental and otherwise) required in connection
with the issuance and sale of the Supply Notes and Distribution Notes have
been duly obtained by Supply and Distribution, respectively; and that the
Supply Notes and Distribution Notes have been duly issued and delivered for
the consideration contemplated and constitute the legal, valid, binding and
enforceable obligations of Supply and Distribution, respectively.
We have also received and, in connection with the opinions expressed
in paragraphs 5 and 6 hereof, have relied upon the representations set
forth in the letter of Thomas E. Burns, Assistant Vice President and
Assistant Treasurer of National, dated July 18, 1994, a copy of which is
attached hereto; and those opinions are qualified accordingly.
We consent to the use and filing of this opinion in connection with or
as an exhibit to the Certificate pursuant to Rule 24.
Reid & Priest is hereby authorized to rely upon this opinion as to
matters governed by New Jersey law to the same extent as if it were
addressed to them.
Very truly yours,
/s/ Stryker, Tams & Dill
---------------------------
STRYKER, TAMS & DILL
Attachment
<PAGE>
National Fuel Gas Company
30 Rockefeller Plaza
New York, New York 10112
July 18, 1994
Stryker, Tams & Dill
Two Penn Plaza East
Newark, NJ 07105
Att: Charles H. Friedrich, III, Esq.
Re: National Fuel Gas Company
National Fuel Gas Distribution Corporation
Penn-York Energy Corporation
National Fuel Gas Supply Corporation
Seneca Resources Corporation
Empire Exploration, Inc.
Utility Constructors, Inc.
SEC File No. 70-8143
-------------------------------------------
Dear Mr. Friedrich:
In connection with the above referenced application or declaration on
Form U-1, as amended, filed with the Securities and Exchange Commission,
and the Medium-Term Note, Series C, financing, we confirm the following.
1) The capital stock of National Fuel Gas Company ("National")
issued and outstanding on the date of this letter consists solely
of common stock.
2) Stryker, Tams & Dill has participated in obtaining the
authorizations for the issuance of all outstanding debentures of
National.
3) Stryker, Tams & Dill has participated in obtaining the
authorizations for the issuance by National of all commercial
paper, short-term notes, and/or long-term notes outstanding at
the date of this letter.
4) The securities set forth in paragraph 1, 2 and 3 herein,
respectively, comprise all of the securities of National
outstanding at the date of this letter.
5) The issuance and sale by National of $50,000,000 in aggregate
principal amount of its non-redeemable 7.25% Medium-Term Notes,
Series C due July 14, 1999 and $50,000,000 in aggregate principal
amount of its redeemable 8.48% Medium-Term Notes, Series C due
July 15, 2024, was in compliance with Section 6.05 of the
Indenture dated as of October 15, 1974 from National to The Bank
of New York (formerly Irving Trust Company), as Trustee, as
amended and supplemented to date, and parallel or analogous
sections of all other Indentures heretofore entered into by
National under which debentures have been issued and are
outstanding as of the date of this letter.
Very truly yours,
/s/ Thomas E. Burns
-----------------------
Thomas E. Burns
Assistant Vice President
and Assistant Treasurer
TEB/lb
National Fuel Gas Company
10 Lafayette Square
Buffalo, New York
Exhibit F-3(a)
July 25, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: National Fuel Gas Company
National Fuel Gas Distribution Corporation
Penn-York Energy Corporation
National Fuel Gas Supply Corporation
Seneca Resources Corporation
Empire Exploration, Inc.
Utility Constructors, Inc.
File No. 70-8143
------------------------------------------
Ladies and Gentlemen:
This opinion relates to the joint application or declaration on
Form U-1, as amended, filed on January 29, 1993 by National Fuel Gas
Company ("National"), National Fuel Gas Distribution Corporation
("Distribution Corporation"), Penn-York Energy Corporation ("Penn-York"),
National Fuel Gas Supply Corporation ("Supply"), Seneca Resources
Corporation ("Seneca"), Empire Exploration, Inc. ("Empire") and Utility
Constructors, Inc. ("Utility Constructors") and the acquisition by National
of (i) $80,000,000 in long-term unsecured notes issued by Supply (the
"Supply Notes") and (ii) $20,000,000 in long-term unsecured notes issued by
Distribution Corporation (the "Distribution Notes").
I am of the opinion that:
1. Supply is a corporation validly organized and duly existing
under the laws of the State of Pennsylvania.
2. Distribution Corporation is a corporation validly
organized and duly existing under the laws of the
State of New York.
3. The foregoing transactions have been consummated in
accordance with the application or declaration, as amended,
and the order of the Securities and Exchange Commission
thereon.
4. All state laws applicable to the transactions have been
complied with.
5. The Supply Notes are the valid and binding obligations of
Supply, enforceable in accordance with their terms, except
as limited by bankruptcy, insolvency or other laws affecting
the enforcement of creditors' rights and by principles of
equity affecting the availability of remedies.
6. Supply has legally issued the Supply Notes acquired by
National.
7. The Distribution Notes are valid and binding
obligations of Distribution Corporation
enforceable in accordance with their terms, except
as limited by bankruptcy, insolvency or other laws
affecting the enforcement of creditors' rights and
by principles of equity affecting the availability
of remedies.
8. Distribution Corporation has legally issued the
Distribution Notes acquired by National.
9. The legal rights of the holders of any securities issued by
National or any subsidiary company of National have not been
violated by the transactions.
I am a member of the Bar of the States of New York and
Pennsylvania and do not hold myself out as an expert of the laws of any
other state. Accordingly, this opinion is expressly limited to the laws of
such jurisdictions as they relate to the matters covered herein.
I hereby consent to the use of this opinion as an exhibit to the
Certificate pursuant to Rule 24.
Very truly yours,
/s/ Richard M. DiValerio
---------------------------
Richard M. DiValerio
