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October 5, 2000
Board of Directors
NUI Corporation
550 Route 202-206
Bedminster, New Jersey 07921-0500
Board of Directors
NUI Holding Company
550 Route 202-206
Bedminster, New Jersey 07921-0500
NUI Corporation/NUI Holding Company
Registration Statement on Form S-4 (Registration No. 333-46036)
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Ladies and Gentlemen:
In my capacity as Chief Administrative Officer, General Counsel and
Corporate Secretary to NUI Corporation, a New Jersey corporation ( "NUI"), and
NUI Holding Company, a New Jersey corporation ("HUI Holding"), I am delivering
this opinion in connection the Registration Statement on Form S-4 filed by NUI
and NUI Holding with the Securities and Exchange Commission (the "SEC") on
September 18, 2000, File No. 333-46036 (the "Registration Statement"), relating
to the proposed merger (the "Merger") of VGC Acquisition, Inc., a Delaware
corporation and wholly-owned subsidiary of NUI, with and into Virginia Gas
Company, a Delaware corporation ("Virginia Gas"), as provided for in the
Agreement and Plan of Reorganization, dated as of June 13, 2000 (the
"Reorganization Agreement").
The Reorganization Agreement contemplates the issuance of up to 1,158,928
shares of NUI's common stock, without par value (the "NUI Common Stock"), or,
alternatively, if the transactions contemplated by the Registration Statement on
Form S-4 filed by NUI Holding with the SEC on February 9, 2000, File No. 333-
30092 (the "NUI Restructuring"), have been consummated prior to the Merger, the
issuance of up to 1,158,928 shares of NUI Holding's common stock, without par
value (the "NUI Holding Common Stock") to holders as of the effective time of
the Merger of outstanding shares of Virginia Gas common stock, $.001 par value
per share. In rendering this opinion, I have reviewed NUI's Amended and
Restated Certificate of Incorporation, NUI Holding's Amended and Restated
Certificate of Incorporation, each as filed with the Office of the Secretary of
State of the State of New Jersey, the Registration Statement and such corporate
records of NUI and NUI Holding and certificates of officers of NUI and NUI
Holding and of public officials as I have deemed necessary. Based upon the
foregoing and the further qualifications stated below, I am of the opinion that:
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1. NUI has been duly incorporated and is validly existing and in good
standing under the laws of the State of New Jersey.
2. The 1,158,928 shares of NUI Common Stock covered by the Registration
Statement have been duly authorized and, when issued in the Merger pursuant to
the Reorganization Agreement, will be validly issued, fully paid and non-
assessable.
3. NUI Holding has been duly incorporated and is validly existing and in
good standing under the laws of the State of New Jersey.
4. The 1,158,928 shares of NUI Holding Common Stock covered by the
Registration Statement have been duly authorized and, when issued in the Merger
pursuant to the Reorganization Agreement, or following the Merger in connection
with the NUI Restructuring, will be validly issued, fully paid and non-
assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the statements made in reference to me under the
heading "LEGAL MATTERS" in the prospectus that is included in the Registration
Statement.
Very truly yours,
/s/ James R. Van Horn
James R. Van Horn
