Exhibit F
October 12, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Post-Effective Amendment No. 1 --
National Fuel Gas Company, File No. 70-9525
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Ladies and Gentlemen:
As counsel for National Fuel Gas Company ("National Fuel"), a holding
company registered under the Public Utility Holding Company Act of 1935 (the
"Act"), and its subsidiary companies, I deliver to you this opinion for filing
as Exhibit F to the Post-Effective Amendment No. 1 to the
Application-Declaration referenced above. Briefly stated, National Fuel is
seeking to increase the $300 million "Investment Limitation" granted as
described in the Application-Declaration to $800 million.
In connection with the above, I have examined:
(i) the Application-Declaration, as amended; and
(ii) such other documents, records and matters of law as I deemed
necessary to enable me to render this opinion;
Based upon the foregoing and relying thereupon and to the extent
ascertainable in advance, I am of the opinion that if the above-referenced
transactions are consummated in accordance with the Application-Declaration:
(i) all state and federal laws applicable to the proposed
transactions will have been complied with; and
(ii) the consummation of the proposed transactions will not violate
the legal rights of the holders of any securities issued by
National Fuel, or by any associate company thereof.
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Securities and Exchange Commission
October 12, 2000
Page 2
I am admitted to practice law in the State of New York. I do not hold
myself out as an expert on the laws of any other state or offer any opinion on
such laws.
I hereby consent to the filing of this opinion as an exhibit to the
Application-Declaration.
Sincerely,
/s/ Mark D. Buri, Esq.
Mark D. Buri, Esq. for
National Fuel Gas Company
