

                                                                     Exhibit 8

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




                                January 27, 1999


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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January 27, 1999
Page 2


      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.






