
                                                                     Exhibit 8

                [WOODS, ROGERS & HAZLEGROVE, P.L.C. LETTERHEAD]

                                  WOODS, ROGERS
                                & HAZLEGROVE PLC

                                Attorneys at Law



                                November 13, 1998


Roanoke Gas Company
519 Kimball Avenue, N.E.
Roanoke, Virginia 24016

RGC Resources, Inc.
519 Kimball Avenue, N.E.
Roanoke, Virginia 24016

Ladies and Gentlemen:

        We have acted as counsel to Roanoke Gas Company, a Virginia public
service corporation ("RGC"), and RGC Resources, Inc., a Virginia corporation
(the "Holding Company"), in connection with a planned corporate restructuring
(the "Reorganization"), in which RGC will become a subsidiary of the Holding
Company, and the current holders of the outstanding shares of RGC common stock,
par value $5.00 per share ("RGC Common Stock"), will become holders of all the
outstanding shares of the Holding Company's common stock, par value $5.00 per
share ("Holding Company Common Stock"). The Reorganization and related
transactions are more fully described in the Form S-4 Registration Statement of
the Holding Company filed with the Securities and Exchange Commission (the
"Registration Statement"), to which this opinion is an exhibit, and in the Proxy
Statement/Prospectus (the "Prospectus") comprising a part of the Registration
Statement. The Reorganization will be effected pursuant to an Agreement and Plan
of Merger and Reorganization (the "Merger Agreement") dated as of September 28,
1998, attached as Appendix A to the Prospectus. Capitalized terms used herein
and not otherwise defined shall have the meanings specified in the Merger
Agreement.

        In connection with this opinion, we have assumed, with your consent,
that (1) the Reorganization will be effected in accordance with the Merger
Agreement and the laws of the Commonwealth of Virginia and in the manner
described in the Registration Statement, (2) all the provisions of the Merger
Agreement will be complied with, (3) the Merger Agreement and the Prospectus
describe the entire transaction and all related transactions, (4) the facts and
representations made to us in certificates from the Holding Company and RGC,
dated November 13, 1998 executed by a duly appointed officer of each
corporation, are true and correct, and (5) there will be no change in any of the
facts or representations material to this opinion between the date of this
opinion and the Effective Time.


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        Based upon and subject to the foregoing, we hereby confirm to you our
opinion as set forth under the heading "Certain Federal Income Tax Consequences"
in the Prospectus, subject to the limitations set forth therein. We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to us under the heading "Certain Federal Income
Tax Consequences" in the Prospectus, Registration Statement and any amendments
thereto. In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act.

                                Very truly yours,



                                s/Woods, Rogers & Hazlegrove, P.L.C.
                                WOODS, ROGERS & HAZLEGROVE, P.L.C.



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