Exhibit 5(a)



                [Letterhead of Northwest Natural Gas Company]


                                    February 6, 2004



Northwest Natural Gas Company
220 N.W. Second Avenue
Portland, Oregon  97209

Ladies and Gentlemen:

         With respect to the Registration Statement on Form S-3 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") on or about the date hereof by Northwest Natural
Gas Company (the "Company") for the registration under the Securities Act of
1933, as amended ("Securities Act"), of $200,000,000 aggregate principal amount
of (i) First Mortgage Bonds ("Bonds"), (ii) unsecured debt securities
("Unsecured Debt Securities"), (iii) Preferred Stock and (iv) Common Stock, $3
1/6 par value ("Common Stock"), together with the common share purchase rights
appurtenant thereto ("Rights"), to be issued by the Company, and for the
qualification under the Trust Indenture Act of 1939, as amended, of the
Company's Mortgage and Deed of Trust, as supplemented ("Mortgage"), under which
the Bonds are to be issued, and the Company's Indenture ("Indenture") under
which the Unsecured Debt Securities are to be issued, I have reviewed such
documents and records as I have deemed necessary to enable me to express an
opinion on the matters covered hereby.

         Based upon the foregoing, I am of the opinion that:

     1.  The Company is a corporation duly organized and validly existing under
the laws of the State of Oregon.

     2.  When issued and delivered as contemplated in the Registration Statement
and a prospectus supplement with respect thereto:

         a)  the Bonds will be legally issued and binding obligations of the
     Company;

         b)  the Unsecured Debt Securities will be legally issued and binding
     obligations of the Company;

         c)  the Preferred Stock will be legally issued, fully paid and
     non-assessable; and

         d)  the Common Stock will be legally issued, fully paid and
     non-assessable and the Rights will be legally issued and binding
     obligations.

         For purposes of the opinions set forth above, I have assumed that:





         a)  the securities which are the subject of such opinions will be
     issued and sold in compliance with the due authorization of the Company's
     Board of Directors or a duly authorized committee thereof in resolutions
     establishing or approving the terms and provisions thereof or, in the case
     of the Preferred Stock, the relative rights and preferences of such
     shares, and in compliance with an appropriate order or orders of the
     Public Utility Commission of Oregon and the Washington Utilities and
     Transportation Commission;

         b)  in the case of the Bonds and the Unsecured Debt Securities, the
     terms and provisions of such securities shall have been established in
     accordance with the Mortgage or the Indenture, respectively; and

         c)  in the case of the Preferred Stock, a certificate of designation
     with respect to the resolutions establishing the relative rights and
     preferences of such shares shall have been filed with the Secretary of
     State of the State of Oregon in the form and manner required by law.

         I am a member of the bar of the State of Oregon. As to all matters of
New York law, I have relied upon an opinion of even date herewith addressed to
you by Thelen Reid & Priest LLP which is filed as Exhibit 5(b) to the
Registration Statement.

         I hereby consent to the use of this opinion as an exhibit to the
Registration Statement, as it may be amended, and consent to such references to
me as may be made in such Registration Statement and in the Prospectus. In
giving the foregoing consent, I do not thereby admit that I come within the
category of persons whose consent is required under Section 7 of the Securities
Act, or the rules and regulations promulgated by the Commission thereunder.

                                           Very truly yours,

                                           /s/ Beth A. Ugoretz

                                           Beth A. Ugoretz, Esq.



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