<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission on May 24, 1996
Registration No. 33-_____
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
SOUTHWEST GAS CORPORATION
(Exact name of Registrant as specified in its charter)
CALIFORNIA 88-0085720
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5241 Spring Mountain Road
P.O. Box 98510
Las Vegas, Nevada 89193-8510
(702) 876-7237
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
--------------------
GEORGE C. BIEHL
Senior Vice President/Chief Financial Officer
Southwest Gas Corporation
5241 Spring Mountain Road
P.O. Box 98510
Las Vegas, Nevada 89193-8510
(702) 876-7237
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------
Approximate date of commencement of proposed sale to the public: From time to
time
--------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] _____________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
-------------------------------
Amount Proposed maximum Proposed maximum Amount of
to be offering price per aggregate registration
Title of securities being registered registered share* offering price* fee
- ------------------------------------ ---------- ------------------ ---------------- ------------
<S> <C> <C> <C> <C>
Common Stock ($1 par value). . . . . . . 1,439,280 shares $16-15/16 $24,377,805 $8,406.14
</TABLE>
* Calculated pursuant to Rule 457(c) of the Rules and Regulations under the
Securities Act of 1933, as amended.
--------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
===============================================================================
<PAGE>
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
SUBJECT TO COMPLETION
DATED MAY 24, 1996
PROSPECTUS
==============================================================================
[SWG LOGO]
SOUTHWEST GAS CORPORATION
Common Stock, $1 Par Value
The securities offered hereby (the "Offered Securities") are 1,439,280 shares
of common stock, $1.00 par value ("Common Stock"), of Southwest Gas
Corporation, a California corporation (the "Company"). The Offered Securities
will be offered and sold from time to time by three shareholders of the Company
(the "Selling Shareholders"). See "Selling Shareholders." The Company will
not receive any of the proceeds from the sale of the Offered Securities by the
Selling Shareholders. Substantially all expenses in connection with the
registration of the Offered Securities will be borne by the Company, except
for any brokers' or dealers' commissions and/or discounts. See "Plan of
Distribution" and "Selling Shareholders."
The Common Stock is traded on the New York Stock Exchange and the Pacific
Stock Exchange under the Symbol "SWX." On May 22, 1996, the closing price for
the Common Stock was $16-7/8 per share, as reported in the consolidated
transaction reporting system.
-----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
-----------------
The date of this Prospectus is ________________ , 1996
<PAGE>
<PAGE>
AVAILABLE INFORMATION
Southwest Gas Corporation (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and,
in accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). The reports,
proxy statements and other information filed by the Company can be inspected
and copied at the public reference facilities maintained by the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; and should be
available for inspection and copying at the regional offices of the Commission
located at Seven World Trade Center, 13th Floor, New York, New York 10048; and
Suite 1400, Northwestern Atrium Center, 500 West Madison Street, Chicago,
Illinois 60661. Copies of such material may also be obtained at prescribed
rates from the Public Reference Section of the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549. In addition, such material
may be inspected at the offices of the New York Stock Exchange or the Pacific
Stock Exchange.
This Prospectus does not contain all the information set forth in the
Registration Statement and exhibits thereto which the Company has filed with
the Commission under the Securities Act of 1933, and reference is hereby made
to such Registration Statement, including the exhibits thereto.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Incorporated by reference in this Prospectus are the following documents
filed by the Company with the Commission:
1. Annual Report on Form 10-K for the year ended December 31, 1995.
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 1996.
3. Current Reports on Form 8-K dated January 8, 1996, February 14, 1996,
March 5, 1996, and May 2, 1996.
4. Descriptions of the Company's Common Stock contained in Form 8-A
filed pursuant to Section 12 of the Exchange Act.
5. All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of
filing such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of the Prospectus has been delivered, upon
the written or oral request of such person, a copy of any or all of the
documents referred to above which have been or may be incorporated in this
Prospectus by reference, including exhibits specifically incorporated by
reference in such documents but excluding all other exhibits to such
documents. Written or oral requests for such copies should be directed to:
George C. Biehl, Senior Vice President and Chief Financial Officer, Southwest
Gas Corporation, 5241 Spring Mountain Road, P.O. Box 98510, Las Vegas, Nevada
89193-8510, (702) 876-7237.
2<PAGE>
<PAGE>
THE COMPANY
The registrant, Southwest Gas Corporation (the "Company"), is
incorporated under the laws of the State of California effective March 1931.
The Company is principally engaged in the business of purchasing, transporting,
and distributing natural gas in portions of Arizona, Nevada, and California.
See "Incorporation of Certain Documents by Reference."
The Company is the largest distributor in Arizona, selling and
transporting natural gas in most of southern, central, and northwestern
Arizona, including the Phoenix and Tucson metropolitan areas. The Company is
also the largest distributor and transporter of natural gas in Nevada, and
serves the Las Vegas metropolitan area and northern Nevada. In addition, the
Company distributes and transports natural gas in portions of California,
including the Lake Tahoe area in northern California and high desert and
mountain areas in San Bernardino County.
The executive offices of the Company are located at 5241 Spring Mountain
Road, P.O. Box 98510, Las Vegas, Nevada 89193-8510, telephone number (702)
876-7237.
USE OF PROCEEDS
The net proceeds from the sale of the Offered Securities will be received
directly by the Selling Shareholders. No proceeds will be received by the
Company from the sale of the Offered Securities.
DETERMINATION OF OFFERING PRICE
This Prospectus may be used from time to time by the Selling Shareholders
to sell the Offered Securities. The offering price of such Common Stock will
be determined by the Selling Shareholders and such sales may be made on one or
more exchanges or in the over-the-counter market or otherwise, at prices and
at terms then prevailing or at prices related to the then current market
price, or in negotiated transactions.
SELLING SHAREHOLDERS
The following table provides certain information with respect to the
Common Stock beneficially owned by each Selling Shareholder as of May 17,
1996. Each of the Selling Shareholders are formerly shareholders of Northern
Pipeline Construction Co., a full-service underground gas pipeline contractor
("NPL") and acquired their shares of Common Stock on April 29, 1996 in
connection with the acquisition of NPL by the Company. None of the Selling
Shareholders has had a material relationship with the Company other than as a
result of ownership of the securities of the Company.
The Offered Securities may be offered from time to time, subject to the
restrictions described herein, by the Selling Shareholders named below or
their nominees, and this Prospectus may be required to be delivered by persons
who may be deemed to be underwriters in connection with the offer or sale of
securities. Noel T. Coon, one of the Selling Shareholders, has agreed not to
sell, dispose of or otherwise transfer more shares of the Offered Securities
than he would be permitted to sell under the volume limitations of Rule 144 of
the Securities Act of 1933. This limitation will continue for two years,
subject to his right to sell any amount of the Offered Securities if the share
price for such securities falls below $10 or if the Company publicly announces
a plan or other agreement or arrangement to merge the Company or to sell all or
substantially all of its assets. Mr. Coon has also agreed not to sell during
any three-month period more than 240,000 shares of the Offered Securities to
any one person or group, other than a broker-dealer who acquires the Offered
Securities for resale in compliance with this restriction.
Because (i) the Selling Shareholders may offer all or some of the Offered
Securities held by them pursuant to offerings contemplated by this Prospectus,
(ii) the Offered Securities are not necessarily being underwritten on a firm
commitment basis, and (iii) the Selling Shareholders may purchase additional
3<PAGE>
<PAGE>
shares of Common Stock or Common Stock equivalents from time to time, the
Company cannot accurately estimate the amount of shares of Common Stock to be
held by the Selling Shareholders after completion of the offerings
contemplated by this Prospectus. The following table assumes that each
Selling Shareholder will sell all Offered Securities, which may not be the
case.
<TABLE>
<CAPTION>
(A) (B) (C)
Number of Common Percentage of
Shares Beneficially Common Stock
Owned Prior to the Beneficially Owned Number of Common
Name Offering(1) Prior to Offering(2) Shares Offered
- ----------------------------------------- ------------------- --------------------- ------------------
<S> <C> <C> <C>
Noel T. Coon 1,007,496 4% 1,007,496
William L. Johnson 215,892 * 215,892
Michael J. and Frances Kemper, Trustees -
Michael & Frances Kemper Trust 215,892 * 215,892
</TABLE>
* Represents less than 1%.
(1) Includes all outstanding shares of Common Stock owned by the Selling
Shareholder as of May 17, 1996 except as otherwise noted.
(2) Represents all shares of Common Stock shown as beneficially owned by
the Selling Shareholder as a percentage of the shares of Common Stock
outstanding or beneficially owned at May 17, 1996.
PLAN OF DISTRIBUTION
The Offered Securities may be sold from time to time by the Selling
Shareholders or their nominees. Such sales may be made on one or more
exchanges or in the over-the-counter market or otherwise, at prices and at
terms then prevailing or at prices related to the then current market price,
or in negotiated transactions. The Offered Securities may be sold by one or
more of the following: (a) a block trade in which the broker-dealer so engaged
will attempt to sell the Offered Securities as agent but may position and
resell a portion of the block as principal to facilitate the transaction;
(b) purchases by a broker-dealer as principal and resale by such broker-dealer
for its account pursuant to this Prospectus; (c) an exchange distribution in
accordance with the rules of such exchange; and (d) ordinary brokerage
transactions and transactions in which the broker solicits purchasers. In
effecting sales, broker-dealers engaged by the Selling Shareholders may
arrange for other broker-dealers to participate in the resales.
In connection with distributions of the Offered Securities or otherwise,
the Selling Shareholders may enter into hedging transactions with broker-
dealers. In connection with such transactions, broker-dealers may engage in
short sales of the Offered Securities in the course of hedging the positions
they assume with Selling Shareholders. The Selling Shareholders may also sell
Offered Securities short and redeliver the Offered Securities to close out
such short positions. The Selling Shareholders may also enter into option or
other transactions with broker-dealers which require the delivery to the
broker-dealer of the Offered Securities, which the broker-dealer may resell or
otherwise transfer pursuant to this Prospectus. The Selling Shareholders may
also loan or pledge Offered Securities to a broker-dealer and the broker-dealer
may sell the Offered Securities so loaned or, upon a default, the broker-
dealer may effect sales of the pledged Offered Securities pursuant to this
Prospectus.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts, or concessions from Selling Shareholders in amounts to
be negotiated in connection with the sale. Such broker-dealers and any other
participating broker-dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales and any such
commission, discount, or concession may be deemed to be underwriting discounts
or commissions under the Securities Act. In addition, any securities covered
by this Prospectus which qualify for sale pursuant to Rule 144 may be sold
under Rule 144 rather than pursuant to this prospectus.
4<PAGE>
<PAGE>
All costs, expenses and fees in connection with the registration of the
shares will be borne by the Company. Commissions and discounts, if any,
attributable to the sales of the Offered Securities will be borne by the
Selling Shareholders. The Selling Shareholders may agree to indemnify any
broker-dealer or agent that participates in transactions involving sales of
the Offered Securities against certain liabilities, including liabilities
arising under the Securities Act. The Company and the Selling Shareholders
have agreed to indemnify certain persons including broker-dealers or agents
against certain liabilities in connection with the offering of the Offered
Securities, including liabilities arising under the Securities Act.
EXPERTS
The consolidated financial statements incorporated by reference in this
Registration Statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report included in the Annual Report
on Form 10-K for the year ended December 31, 1995, and are included herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said report.
LEGAL MATTERS
The validity of the offered securities hereby has been passed upon for
the Company by O'Melveny & Myers.
5<PAGE>
====================================== ======================================
No dealer, salesperson or other
individual has been authorized to
give any information or to make any
representations other than those
contained or incorporated by
reference in this Prospectus in [SWG LOGO]
connection with the offer made by
this Prospectus and, if given or
made, such information or
representations must not be relied
upon as having been authorized by
the Company or any agent, dealer or
underwriter. Neither the delivery
of this Prospectus nor any sale made
hereunder shall under any
circumstances create an implication SOUTHWEST GAS CORPORATION
that there has been no change in the
affairs of the Company since the
date hereof. This Prospectus does
not constitute an offer or
solicitation by anyone in any state
in which such offer or solicitation 1,439,280 Shares
is not authorized or in which the COMMON STOCK
person making such offer or
solicitation is not qualified to do
so or to anyone to whom it is
unlawful to make such offer or
solicitation.
------------------
-----------------
TABLE OF CONTENTS
Page PROSPECTUS
----
Prospectus -----------------
Available Information . . . . . . 2
Incorporation of Certain
Documents by Reference. . . . . 2
The Company . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . 3
Determination of Offering Price . 3
Selling Shareholders. . . . . . . 3 _______________, 1996
Plan of Distribution. . . . . . . 4
Experts . . . . . . . . . . . . . 5
Legal Matters . . . . . . . . . . 5
====================================== ======================================
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
SEC registration fee . . . . . . . . . . . . . . . $ 8,406.14
*Stock exchange listing fees . . . . . . . . . . . 5,000.00
*Printing expenses . . . . . . . . . . . . . . . . 1,000.00
*Legal fees and expenses . . . . . . . . . . . . . 2,000.00
*Accounting fees and expenses . . . . . . . . . . . 2,000.00
*State securities or blue sky fees . . . . . . . . 2,000.00
*Miscellaneous . . . . . . . . . . . . . . . . . . 3,000.00
-----------
TOTAL . . . . . . . . . . . . $ 23,406.14
===========
- ---------------------------
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 317 of the General Corporation Law of California provides that a
corporation has the power, and in some cases is required, to indemnify an
agent, including a director or officer, who was or is a party or is threatened
to be made a party to any proceeding, against certain expenses, judgments,
fines, settlements and other amounts under certain circumstances. Article VIII
of the Company's Bylaws provides for the indemnification of directors,
officers and agents as allowed by statute. In addition, the Company has
purchased directors and officers insurance policies which provide insurance
against certain liabilities for directors and officers of the Company.
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
5.1 Opinion of O'Melveny & Myers as to the validity of the securities to
be registered.
10.1 Merger Agreement among the Company and Northern Pipeline Construction
Co., dated as of November 13, 1995 (included as an exhibit in the
Company's 1995 Form 10-K incorporated herein by reference).
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of O'Melveny & Myers (included in Exhibit 5.1).
24.1 Powers of Attorney (included on pages II-3 and II-4).
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, unless the information required to be included
in such post-effective amendment is contained in a periodic report filed
by Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 and incorporated herein by reference;
(ii) To reflect in the Prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement, unless the information required
II-1<PAGE>
<PAGE>
to be included in such post-effective amendment is contained in a
periodic report filed by Registrant pursuant to Section 13 or
Section 15(d) of the Securities Act of 1934 and incorporated herein by
reference;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering;
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described in Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.
II-2<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Las Vegas, State of Nevada, on
May 21, 1996.
SOUTHWEST GAS CORPORATION
By /s/ MICHAEL O. MAFFIE
-------------------------------------
Michael O. Maffie
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Each person whose signature appears below authorizes Michael O. Maffie
and George C. Biehl, and each of them, as attorneys-in-fact, to sign any
amendment, including posteffective amendments, to this Registration Statement
on his or her behalf, individually and in each capacity stated below, and to
file any such amendment.
Signature Title Date
--------- ----- ----
/s/ MICHAEL O. MAFFIE Director, President and May 21, 1996
- ------------------------------ Chief Executive Officer
(Michael O. Maffie) (Principal Executive Officer)
/s/ GEORGE C. BIEHL Senior Vice President and May 21, 1996
- ------------------------------ Chief Financial Officer
(George C. Biehl) (Principal Financial Officer)
/s/ EDWARD A. JANOV Controller and Chief May 21, 1996
- ------------------------------ Accounting Officer
(Edward A. Janov) (Principal Accounting Officer)
/s/ RALPH C. BATASTINI Director May 21, 1996
- ------------------------------
(Ralph C. Batastini)
/s/ MANUEL J. CORTEZ Director May 21, 1996
- ------------------------------
(Manuel J. Cortez)
/s/ LLOYD T. DYER Director May 21, 1996
- ------------------------------
(Lloyd T. Dyer)
II-3<PAGE>
<PAGE>
Signature Title Date
--------- ----- ----
/s/ KENNY C. GUINN Chairman of the Board May 21, 1996
- ------------------------------ of Directors
(Kenny C. Guinn)
/s/ THOMAS Y. HARTLEY Director May 21, 1996
- ------------------------------
(Thomas Y. Hartley)
/s/ MICHAEL B. JAGER Director May 21, 1996
- ------------------------------
(Michael B. Jager)
LEONARD R. JUDD Director May 21, 1996
- ------------------------------
(Leonard R. Judd)
/s/ JAMES R. LINCICOME Director May 21, 1996
- ------------------------------
(James R. Lincicome)
/s/ CAROLYN M. SPARKS Director May 21, 1996
- ------------------------------
(Carolyn M. Sparks)
/s/ ROBERT S. SUNDT Director May 21, 1996
- ------------------------------
(Robert S. Sundt)
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<S> <C>
5.1 Opinion of O'Melveny & Myers as to the validity of the securities
to be registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of O'Melveny & Myers (included in Exhibit 5.1).
</TABLE>
<PAGE>
EXHIBIT 5.1
[Letterhead of O'Melveny & Myers]
May
22nd
1996
(213) 669-6000
815,040-999
704301
Southwest Gas Corporation
5241 Spring Mountain Road
Las Vegas, Nevada 89102
Re: Common Stock of Southwest Gas Corporation
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on
Form S-3 (the "Registration Statement") filed by Southwest Gas Corporation
(the "Company") with the Securities and Exchange Commission in connection with
the registration of 1,439,280 shares of the Company's Common Stock, $1.00 par
value (the "Shares"), to be sold by three selling shareholders. We are
familiar with the proceedings taken and proposed to be taken by the Company in
connection with the authorization, sale, registration and resale of the Common
Stock.
Subject to the foregoing, and in reliance thereon, it is our opinion
that the Shares have been duly authorized by all necessary corporate action on
the part of the Company and are validly issued, fully paid and non-assessable.
We consent to the inclusion of this opinion as an exhibit to the
Registration Statement and the reference to our firm contained under the
heading "Legal Matters".
Respectfully submitted,
O'Melveny & Myers
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 7, 1996
included in Southwest Gas Corporation's Form 10-K for the year ended
December 31, 1995 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
May 22, 1996
EXHIBIT 23.1
