Attached files
| file | filename |
|---|---|
| EX-5.(A) - EX-5(A) - NORTHWEST NATURAL GAS CO | d294116dex5a.htm |
| EX-1.1 - EX-1.1 - NORTHWEST NATURAL GAS CO | d294116dex11.htm |
| 8-K - 8-K - NORTHWEST NATURAL GAS CO | d294116d8k.htm |
Exhibit 5(b)
November 16,
2016
Northwest Natural Gas Company
220 N.W. Second
Avenue
Portland, Oregon 97209
Ladies and
Gentlemen:
With respect to the Registration Statement No. 333-214496 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on November 8, 2016 by Northwest Natural Gas Company (the “Company”), we have reviewed such documents and records as we have deemed necessary to enable us to express an opinion on the matters covered hereby. On November 16, 2016, the Company issued and sold
1,012,000 shares of the common stock of the Company (the “Shares”) pursuant to an Underwriting
Agreement, dated November 10, 2016, between the Company and the several underwriters named therein.
Based upon the foregoing, we are of the opinion that:
1. |
The Company is a corporation duly organized and validly existing under the laws of the State of
Oregon. |
2. |
The Shares have been legally issued and are fully paid and
non-assessable. |
This opinion is limited to the laws of the State of Oregon and the federal laws of the United States. As to all matters of Oregon law, we have relied upon an opinion of even date herewith addressed
to you by MardiLyn Saathoff,
Esq.
We hereby consent to the use of this opinion as an exhibit to the Current Report on Form 8-K to be filed by the Company on or about November 16, 2016, which will be incorporated by reference in the
Registration Statement. In giving the foregoing consent, we do not thereby admit that we belong to the category of persons
whose consent is required under Section 7 of the Securities Act, or the rules and regulations promulgated by the Commission thereunder.
Very truly
yours,
/s/ Morgan, Lewis & Bockius LLP
Morgan, Lewis & Bockius
LLP