EXHIBIT 5.2
THELEN REID & PRIEST LLP
NEW YORK ATTORNEYS AT LAW NEW YORK OFFICE
SAN FRANCISCO 40 WEST 57TH STREET DIRECT DIAL NUMBER
WASHINGTON, D.C. NEW YORK, N.Y. 10019-4097
LOS ANGELES TEL (212) 603-2000 FAX (212) 603-2001
SILICON VALLEY www. thelenreid.com
MORRISTOWN, N.J.
September 22, 2000
Northwest Natural Gas Company
220 N.W. Second Avenue
Portland, Oregon 97209
Ladies and Gentlemen:
Referring to the Registration Statement on Form S-8 ("Registration
Statement") to be filed by Northwest Natural Gas Company ("Company") on or about
the date hereof with the Securities and Exchange Commission ("Commission") under
the Securities Act of 1933, as amended, for the registration of up to 200,000
shares of the Company's common stock, $31/6 par value ("Stock"), and the rights
to purchase common stock appurtenant thereto ("Rights"), to be offered from time
to time in connection with the Northwest Natural Gas Company Employee Stock
Purchase Plan ("Plan"), we are of the opinion that:
1. The Company is a corporation validly organized and existing
under the laws of the State of Oregon.
2. All requisite action necessary to make the Stock validly
issued, fully paid and non-assessable and the Rights validly issued will have
been taken when:
(a) the Stock shall have been issued and delivered for the
consideration contemplated in the Plan; and
(b) the Rights shall have been issued in accordance with the terms of
the Rights Agreement dated as of February 27, 1996 between the Company and
Boatmen's Trust Company (ChaseMellon Shareholders Services, successor).
We are members of the New York Bar and do not hold ourselves out as
experts on the laws of the States of Oregon and Washington. As to all matters of
Oregon and Washington law, we have with your consent relied upon an opinion of
even date herewith addressed to you by Mark S. Dodson, Esq., Senior Vice
President and General Counsel for the Company, which is being filed as an
exhibit to the Registration Statement.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement.
Very truly yours,
/s/ THELEN REID & PRIEST LLP
THELEN REID & PRIEST LLP
