<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>e499371_exf1.txt
<DESCRIPTION>EX. F-1 - OPINION OF THELEN REID & PRIEST LLP
<TEXT>
NEW YORK                    THELEN REID & PRIEST LLP
SAN FRANCISCO                   ATTORNEYS AT LAW
WASHINGTON, D.C.               40 WEST 57TH STREET
LOS ANGELES               NEW YORK, NEW YORK 10019-4097
SILICON VALLEY        TEL (212) 603-2000 FAX (212) 603-2001
MORRISTOWN, N.J.               www.thelenreid.com


                                                                     Exhibit F-1


                                           November 12, 2002


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

          Re:  National Fuel Gas Company and Subsidiaries
               Form U-1 Application or Declaration (File No. 70-10074)
               -------------------------------------------------------

Ladies and Gentlemen:

     As counsel for National Fuel Gas Company ("National"), a New Jersey
corporation, we are delivering this opinion to you in connection with the
Application or Declaration, filed on July 18, 2002, as amended (as amended, the
"Application-Declaration"), under the Public Utility Holding Company Act of
1935, as amended (the "Holding Company Act"), by National, and each of the
following wholly-owned subsidiaries of National (collectively, the
"Subsidiaries"), National Fuel Gas Distribution Corporation ("Distribution"),
National Fuel Gas Supply Corporation, Horizon Energy Development, Inc. and its
subsidiaries, Highland Forest Resources, Inc., Leidy Hub, Inc., Data-Track
Account Services, Inc., Seneca Independence Pipeline Company, Seneca Resources
Corporation and its subsidiaries, Upstate Energy Inc., Niagara Independence
Marketing Company, National Fuel Resources, Inc. and Horizon Power, Inc.
Capitalized terms used but not defined in this opinion have the meanings
assigned thereto in the Application-Declaration.

     The Application-Declaration seeks authorization, from the effective date of
the order of the Securities and Exchange Commission (the "Commission") thereon
through December 31, 2005 for the financing and other transactions described in
summary form in Section 1.3 of the Application-Declaration and in greater detail
elsewhere in the Application-Declaration (collectively, the "Proposed
Transactions"). The Application-Declaration also relates to certain other
transactions over which National and the Subsidiaries have requested that the
Commission reserve jurisdiction.

     Based upon the foregoing and subject to the qualifications and assumptions
hereinafter specified, we are of the opinion that:


<PAGE>

Securities and Exchange Commission
November 12, 2002
Page 2


     1. National is a corporation duly organized and validly existing under the
laws of the State of New Jersey.

     2. If (i) the Proposed Transactions are consummated as contemplated by the
Application-Declaration and in accordance with the terms of the order or orders
of the Commission with respect thereto, all state securities or blue sky laws,
and, with respect to any securities registered with the Commission pursuant to
the Securities Act of 1933, as amended, the registration statement(s) relating
to such securities; (ii) the Boards of Directors of National and the
Subsidiaries, as the case may be, or duly appointed and authorized committees
thereof, or, in the case of certain securities, duly elected and authorized
officers thereof, approve and authorize, (a) each Proposed Transaction involving
National or a Subsidiary, as the case may be, and (b) each plan, agreement,
amendment, indenture, mortgage, deed of trust, supplemental indenture, officer's
certificate, guarantee and any and all other documents (together, "Operative
Documents") to be used in connection with each such Proposed Transaction; (iii)
each Operative Document (a) has been duly executed and delivered by National or
such Subsidiary, as the case may be, and, to the extent required, filed by
National, (b) if applicable, has been duly authorized, executed and delivered
by, and shall be the legal, valid and binding obligation of, each other party to
such Operative Document, including each Approved Counterparty, and (c) shall
have become effective; (iv) each security to be issued pursuant to the Proposed
Transactions shall have been duly executed, authenticated and delivered, as
appropriate, for the consideration contemplated; (v) the issuance of securities
by Distribution shall have been authorized by the Public Service Commission of
the State of New York and the Pennsylvania Public Utility Commission, if such
authorization shall have been required; (vi) each Financing Subsidiary and
Special Purpose Subsidiary shall be duly organized and validly existing under
the laws of its jurisdiction of organization; (vii) each debt security issued by
any such Financing Subsidiary or Special Purpose Subsidiary shall be a valid and
binding obligation of such issuer enforceable in accordance with its terms;
(viii) no act or event other than as described herein shall have occurred
subsequent to the date hereof which would change the opinions expressed herein;
and (ix) each Proposed Transaction to which this opinion relates shall be
conducted under our supervision and all legal matters incident thereto shall be
satisfactory to us, including the receipt in satisfactory form of opinions of
other counsel qualified to practice in any jurisdiction in which we are not
admitted to practice and the laws of which govern such Proposed Transaction or
the parties to such Proposed Transaction:

     (a) All state laws applicable to the Proposed Transactions involving
National, as described in the Application-Declaration, will have been complied
with;

     (b) The National Common Stock and Preferred Securities to be issued in the
Proposed Transactions will be validly issued, fully paid and non-assessable, and
the holders thereof shall be entitled to the rights and privileges pertaining
thereto as set forth in National's certificate of incorporation or any amendment
thereto or other instrument which defines such rights and privileges;


<PAGE>

Securities and Exchange Commission
November 12, 2002
Page 3


     (c) The debt securities, guaranties and other forms of credit support to be
issued by National and the Stock Purchase Contracts, Stock Purchase Units,
Interest Rate Hedges and Anticipatory Hedges to be executed and delivered by
National will be valid and binding obligations of National enforceable in
accordance with their respective terms, subject as to enforceability to (i)
bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar laws affecting the enforcement of
creditors' rights and remedies, and (ii) the application of general principles
of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law) including, without limitation (x) the possible
unavailability of specific performance, injunctive relief or any other remedy,
and (y) concepts of materiality, commercial reasonableness, good faith, fair
dealing and equitable subordination;

     (d) National will legally acquire (i) the debt securities of direct and
indirect Non-Utility Subsidiaries and of Distribution, and (ii) the equity
securities of Financing Subsidiaries, Special Purpose Subsidiaries and, if
applicable, reorganized Non-Utility Subsidiaries; and

     (e) The consummation of the Proposed Transactions involving National, as
described in the Application-Declaration, will not violate the legal rights of
the holders of any securities issued by National.

     We express no opinion as to (i) the subject matter jurisdiction of a
federal court to consider any dispute arising out of any Interest Rate Hedge or
Anticipatory Hedge, (ii) the provision of any Interest Rate Hedge or
Anticipatory Hedge to the extent such provision waives any objection by any
party to the laying of venue of any action or proceeding brought in any court
and any claim that any such action or proceeding has been brought in any
inconvenient forum or (iii) the enforceability of any provision of any Interest
Rate Hedge or Anticipatory Hedge relating to judgment currencies.

     In rendering the opinions expressed in paragraphs 2(c), and 2(e) hereof, we
have assumed that the issuance and sale of any long-term debt securities or
equity securities by National or any Subsidiary (including, without limitation,
Non-Utility Subsidiaries, Financing Subsidiaries and Special Purpose
Subsidiaries) will be in compliance with (i) all applicable restrictions set
forth in the respective Operative Documents, and (ii) so long as any debentures
or other evidences of indebtedness of National are outstanding under that
certain Indenture, dated as of October 15, 1974, as amended and supplemented (as
amended and supplemented, the "1974 Indenture"), between National and Irving
Trust Company (now The Bank of New York), as Trustee, all applicable
restrictions set forth in the 1974 Indenture.

     We are members of the New York Bar and do not express any opinion herein
concerning any law other than the laws of the State of New York, the Federal law
of the United States of America and, to the extent set forth herein, the laws of
the State of New Jersey. Insofar as the opinions expressed herein relate to or
are dependent upon matters governed by the law of the State of New Jersey, we


<PAGE>

Securities and Exchange Commission
November 12, 2002
Page 4


have relied upon the opinion of Stryker, Tams and Dill LLP. A copy of such
opinion will be filed as an exhibit to the Application-Declaration.

     We hereby consent to the use and filing of this opinion as an exhibit to
the Application-Declaration.

                                           Very truly yours,

                                           /s/ Thelen Reid & Priest LLP

                                           THELEN REID & PRIEST LLP

</TEXT>
</DOCUMENT>
