Exhibit F


                                 April 29, 2002


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

     Re:  National Fuel Gas Company - Application-Declaration on Form U-1
          File No. 70-9987
          ---------------------------------------------------------------

Ladies and Gentlemen:

     This opinion relates to the application-declaration, filed on October 9,
2001, as amended (the "Application"), by National Fuel Gas Company ("National"),
a registered holding company under the Public Utility Holding Company Act of
1935, as amended (the "Act"). I have acted as counsel for National in connection
with the Application.

     As described in the Application, National is seeking authorization to
utilize the proceeds of financing and to issue guarantees, as previously
authorized by the Commission by order dated March 20, 1998, as modified by order
dated April 21, 2000, in File No. 70-9153 (the "Financing Order"), or as may
hereafter be authorized in a separate proceeding or proceedings, to invest in
"exempt wholesale generators" ("EWGs") and "foreign utility companies" ("FUCOs")
in an aggregate amount up to $750 million. National is not seeking any new
authorization to issue securities as a part of the Application. An order of the
Commission granting the Application would effectively modify the Financing Order
by waiving the requirements of Rule 53(a)(1), as applied to National. All other
provisions of Rule 53 would continue to apply to National.

     In connection with the opinions given herein, I have examined original,
certified, or conformed copies of all such corporate records, agreements,
instruments, and documents and have made such other investigations as I have
deemed necessary or appropriate for the purpose of rendering this opinion. In my
examination, I have assumed the genuineness of all signatures, the authenticity
of all documents submitted to me as originals and the conformity to originals of
all documents submitted to me as conformed copies.





     The opinions expressed below with respect to the proposed transaction are
subject to the qualifications and assumptions contained in the opinion letters
filed as Exhibits F-1, F-2 and F-3 in File No. 70-9153, to which reference is
made.

     I am licensed to practice in the State of New York, and the opinions
expressed herein are limited to the laws of such jurisdiction. Based upon the
foregoing and subject to the qualifications and assumptions hereinafter set
forth, I am of the opinion that:

     (a) All state laws applicable to the proposed transaction have been
complied with;

     (b) (i) National is validly organized and duly existing under the laws of
the State of New Jersey; (ii) any stock to be issued by National will be validly
issued, fully paid and nonassessable, and the holders thereof will be entitled
to the rights and privileges appertaining thereto set forth in its certificate
of incorporation; and (iii) any debt securities to be issued by National will be
valid and binding obligations of the issuer or guarantor in accordance with
their terms;

     (c) National will legally acquire any securities or assets being acquired;
and

     (d) The consummation of the proposed transaction will not violate the legal
rights of the holders of any securities issued by National or any associate
company of National.

     I hereby consent to the use of this opinion in connection with the
Application. The opinions given herein are intended solely for the use of the
Commission and may not be relied upon by any other person.


                                         Very truly yours,


                                     /s/ James R. Peterson
                                         -----------------
                                         James R. Peterson