EXHIBIT 8.1


                  [Rich, May, Bilodeau & Flaherty, P.C. Letterhead]


                                                                   July 6, 2000

Fall River Gas Company
155 North Main Street
P.O. Box 911
Fall River, Massachusetts 02722-0911

Gentlemen:

     Reference is made to the Registration Statement of Southern Union
Company, a Delaware corporation ("SUG"), on Form S-4 (the "Registration
Statement"), as amended or supplemented through the date hereof, and the
proxy statement/prospectus included therein (the "Proxy
Statement/Prospectus"), relating to the merger (the "Merger") of Fall River
Gas Company, a Massachusetts corporation, with and into SUG.

     We have participated in the preparation of the description set forth in
the section of the Prospectus entitled "Significant U.S. Federal Income Tax
Consequences of the Mergers."  In our opinion, such description insofar as it
relates to the federal income tax consequences of the Merger, is accurate in
all material respects.

     We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.  In giving
such consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act of
1933, as amended.

                                       Very truly yours,


                                       /s/ Rich, May, Bilodeau & Flaherty, P.C.