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                                                                     EXHIBIT 5.2







                                                                FILE NO: 51645.1

December 20, 2001



Atmos Energy Corporation
1800 Three Lincoln Centre
5430 LBJ Freeway
Dallas, Texas 75240

Re:      Atmos Energy Corporation Public Offering

Ladies and Gentlemen:


         As counsel for Atmos Energy Corporation, a Texas and Virginia
corporation (the "Company"), we are familiar with the Company's Registration
Statement on Form S-3 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "SEC") under the Securities Act of 1933 (as
amended, the "Act"), on the date hereof, with respect to the offering and
issuance from time to time by the Company of up to $600,000,000 aggregate
offering price of the following: (i) one or more series of its debt securities
(the "Debt Securities"), or (ii) shares of its Common Stock, no par value per
share (the "Common Stock").

         In connection with our examination of documents as hereinafter
described, we have assumed the genuineness of all signatures on, and the
authenticity of, all documents submitted to us as originals and the conformity
to original documents of all documents submitted to us as copies. With respect
to agreements and instruments executed by natural persons, we have assumed the
legal competency of such persons.

         For the purpose of rendering this opinion, we have made such factual
and legal examination as we deemed necessary under the circumstances, and in
that connection we have examined, among other things, originals or copies of the
following:

         (1)      The Restated Articles of Incorporation of the Company, as
                  amended to date;

         (2)      The Amended and Restated Bylaws of the Company, as amended to
                  date;

         (3)      Such records of the corporate proceedings of the Company, and
                  such other documents that we considered necessary or
                  appropriate for the purpose of rendering this opinion; and



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         (4)      Such other certificates and assurances from public officials,
                  officers and representatives of the Company that we considered
                  necessary or appropriate for the purpose of rendering this
                  opinion.

         On the basis of the foregoing examination, and in reliance thereon, we
are of the opinion that (subject to compliance with the pertinent provisions of
the Act, and to compliance with such securities or "blue sky" laws of any
jurisdiction as may be applicable):

         When the Common Stock shall have been authorized, issued and sold
within the limits and as described in the Registration Statement, and if in an
underwritten offering, in accordance with the terms and conditions of the
applicable underwriting agreement, and in a manner contemplated in the
Registration Statement, including the prospectus supplement relating to the
applicable offering of such Common Stock, the Common Stock will be validly
issued, fully paid and nonassessable.

         This opinion is limited to the present laws of the Commonwealth of
Virginia and to the present judicial interpretations thereof and to the facts as
they presently exist. We express no opinion as to the effect of the federal laws
of the United States or the laws of the State of Texas on any such issuance,
payment and nonassessability of the Common Stock. We undertake no obligation to
advise you as a result of developments occurring after the date hereof or as a
result of facts or circumstances brought to our attention after the date hereof.


         This opinion may be filed as an exhibit to the Registration Statement.
Consent is also given to the reference to this firm under the caption "Legal
Matters" in the prospectus contained in the Registration Statement. In giving
this consent, we do not admit we are included in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the SEC promulgated thereunder.



Very truly yours,

/s/ HUNTON & WILLIAMS

Hunton & Williams






