Exhibit 5.02


                                                  September 10, 2001



Questar Gas Company
180 East 100 South Street
P.O. Box 45360
Salt Lake City, Utah 84145-0360

                             Re: Questar Gas Company
                                 REGISTRATION STATEMENT ON FORM S-3

Ladies and Gentlemen:

                  We have acted as special counsel to Questar Gas Company, a
Utah corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-3 to be filed by the Company with the
Securities and Exchange Commission (the "Commission") on the date hereof (the
"Registration Statement"). The Registration Statement relates to the issuance
and sale from time to time, pursuant to Rule 415 of the General Rules and
Regulations promulgated under the Securities Act of 1933, as amended (the
"1933 Act"), of up to $100,000,000 aggregate principal amount of the
Company's Medium-Term Notes, Series D (the "Notes") to be issued pursuant to
the Indenture, dated as of May 1, 1992 (the "Indenture"), between the Company
and Wells Fargo Bank Northwest, National Association (f/k/a First Security
Bank, N.A.) (as successor trustee to Citibank, N.A.), as trustee (the
"Trustee").

                  This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the 1933 Act.

                  In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement, (ii) an executed copy of the Indenture, (iii) the forms
of the Notes issuable under the Indenture, (iv) the Form T-1 of the Trustee
filed as an exhibit to the






Questar Gas Company
September 10, 2001
Page 2

Registration Statement and (v) the form of the Distribution Agreement (the
"Distribution Agreement") proposed to be entered into between the Company, as
issuer, and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Banc One Capital Markets, Inc. and U.S. Bancorp Piper Jaffray
Inc., as agents (the "Agents"), filed as an exhibit to the Registration
Statement. We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such records of the Company and such
agreements, certificates of public officials, certificates of officers or other
representatives of the Company and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein.

                  In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. In making our
examination of executed documents or documents to be executed, we have assumed
that the parties thereto (including the Company) had or will have the power,
corporate or other, to enter into and to perform all obligations thereunder and
have also assumed the due authorization by all requisite action, corporate or
other, and due execution and delivery by such parties of such documents and,
except to the extent set forth below with respect to the Company, the validity
and binding effect thereof on such parties. We have also assumed that the
Company has been duly incorporated and is validly existing and in good standing
under the laws of the State of Utah and that the Company has complied and will
comply with all aspects of Utah law in connection with the Indenture and the
transactions contemplated by the Registration Statement. In addition, we have
assumed that the Notes will be executed in substantially the form reviewed by
us. We have also assumed that the terms of the Notes will have been established
so as not to, and the execution and delivery by the Company of the Indenture and
the Notes and the performance of its obligations thereunder do not and will not,
violate, conflict with or constitute a default under (i) any agreement or
instrument to which the Company or its properties is subject, (ii) any law,
rule, or regulation to which the Company is subject, (iii) any judicial or
regulatory order or decree of any governmental authority or (iv) any consent,
approval, license, authorization or validation of, or filing, recording or
registration with any governmental authority. As to any facts material to the
opinions expressed herein which we have




Questar Gas Company
September 10, 2001
Page 3

not independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Company and
others.

                  Our opinions set forth herein are limited to the laws of
the State of New York which are normally applicable to transactions of the
type contemplated by the Indenture and the Notes and, to the extent that
judicial or regulatory orders or decrees or consents, approvals, licenses,
authorizations, validations, filings, recordings or registrations with
governmental authorities are relevant, to those required under such laws (all
of the foregoing being referred to as "Opined on Law"). We do not express any
opinion with respect to the law of any jurisdiction other than the Opined on
Law or as to the effect of any such non opined law on the opinions herein
stated.

                  Based upon and subject to the foregoing and the
limitations, qualifications, exceptions and assumptions set forth herein, we
are of the opinion that, when the Notes have been duly executed and
authenticated in accordance with the terms of the Indenture and have been
delivered to and paid for by the Agents as contemplated by the Distribution
Agreement, the Notes will constitute valid and binding obligations of the
Company enforceable against the Company in accordance with their terms,
except to the extent that enforcement thereof may be limited by (i)
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
other similar laws now or hereafter in effect relating to creditors' rights
generally and (ii) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity).

                  We hereby consent the filing of this opinion with the
Commission as an exhibit to the Registration Statement. We also consent to the
reference to our firm under the caption "Legal Matters" in the Registration
Statement. In giving this consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the 1933 Act or
the rules and regulations of the Commission.

                                    Very truly yours,



                                    /s/ Skadden, Arps, Slate Meagher & Flom LLP