8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

August 19, 2013

Date of Report (Date of earliest event reported)

NORTHWEST NATURAL GAS COMPANY

(Exact name of registrant as specified in its charter)

Commission File No. 1-15973

Oregon	93-0256722
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

220 N.W. Second Avenue, Portland, Oregon 97209

(Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number, including area code: (503) 226-4211

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On August 19, 2013, Northwest Natural Gas Company (NW Natural) issued and sold $50,000,000 aggregate principal amount of its 3.542% Secured Medium-Term Notes due 2023 (the Notes) pursuant to the terms of a Distribution Agreement, dated March 18, 2009, as amended by the Company’s Notice dated August 19, 2011, among NW Natural and Banc of America Securities LLC, UBS Securities LLC, J.P. Morgan Securities LLC., Piper Jaffray & Co., Wells Fargo Securities, LLC, U.S. Bancorp Investments, Inc., Mitsubishi UFJ Securities (USA), Inc., RBC Capital Markets, LLC, CIBC World Markets Corp., and TD Securities (USA) LLC. The Notes are registered under NW Natural’s automatic shelf registration statement on Form S-3 (SEC File No. 333-171596) (the Registration Statement).

In connection with the issuance and sale of the Notes, NW Natural is filing two legal opinions regarding the validity of the Notes as Exhibit 5(a) and 5(b) to this Form 8-K for the purpose of incorporating the opinions into the Registration Statement.

Forward-Looking Statements

This report, and other presentations made by NW Natural from time to time, may contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements regarding the following: plans, objectives, goals, strategies, future events, investments, customer growth, weather, commodity and other costs, customer rates, revenues and earnings, dividends, performance, effects of future regulatory proceedings, and other statements that are other than statements of historical facts.

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements are discussed by reference to the factors described in Part I, Item 1A “Risk Factors”, and Part II, Item 7 and Item 7A “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosure about Market Risk” in the Company’s most recent Annual Report on Form 10-K and in Part I, Items 2 and 3 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosures About Market Risk”, and Part II, Item 1A, “Risk Factors”, in the Company’s quarterly reports filed thereafter.

All forward-looking statements made in this report and all subsequent forward-looking statements, whether written or oral and whether made by or on behalf of the Company, are expressly qualified by these cautionary statements. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to publicly

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update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. New factors emerge from time to time and it is not possible for the Company to predict all such factors, nor can it assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statements.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed pursuant to Item 8.01 herein.

Exhibit	Description
5(a)	Opinion of Margaret D. Kirkpatrick, Esquire, regarding the legality of the Notes.
5(b)	Opinion of Morgan, Lewis & Bockius LLP, regarding the legality of the Notes.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	NORTHWEST NATURAL GAS COMPANY
	(Registrant)
Dated: August 19, 2013	/s/ MardiLyn Saathoff
	Vice President, Legal, Risk & Land, Chief Compliance Officer and Corporate Secretary

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EXHIBIT INDEX

Exhibit	Description
5(a)	Opinion of Margaret D. Kirkpatrick, Esquire, regarding the legality of the Notes.
5(b)	Opinion of Morgan, Lewis & Bockius LLP, regarding the legality of the Notes.

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EX-5.A

Exhibit 5(a)

[LETTERHEAD OF NORTHWEST NATURAL GAS COMPANY]

August 19, 2013

Northwest Natural Gas Company

220 N.W. Second Avenue

Portland, Oregon 97209

Ladies and Gentlemen:

With respect to Registration Statement No. 333-171596 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on January 7, 2011 by Northwest Natural Gas Company (the “Company”), I have reviewed such documents and records as I have deemed necessary to enable me to express an opinion on the matters covered hereby. The Registration Statement relates to, among other things, the offer and sale of $50,000,000 aggregate principal amount of the Company’s 3.542% Secured Medium-Term Notes, Series B due 2023 (the “Notes”), issued under the Mortgage and Deed of Trust, dated as of July 1, 1946 (the “Mortgage”), between the Company and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as corporate trustee (the “Trustee”) and Stanley Burg (successor to R. G. Page and J. C. Kennedy).

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; and

2. the Notes are legally issued and binding obligations of the Company.

For purposes of the opinions set forth above, I have assumed that the Notes have been duly authenticated, in accordance with the Mortgage, by the Trustee under the Mortgage.

I hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K to be filed by the Company on or about August 19, 2013, which will be incorporated by reference in the Registration Statement. 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 of the Commission thereunder.

This opinion is limited to the laws of the States of New York and Oregon and the federal laws of the United States. As to all matters of New York law, I have relied upon an opinion of even date herewith addressed to you by Morgan, Lewis & Bockius LLP.

Very truly yours,

/s/ Margaret D. Kirkpatrick, Esq.

Margaret D. Kirkpatrick, Esq.

EX-5.B

Exhibit 5(b)

[LETTERHEAD OF MORGAN, LEWIS & BOCKIUS LLP]

August 19, 2013

Northwest Natural Gas Company

220 N.W. Second Avenue

Portland, Oregon 97209

Ladies and Gentlemen:

With respect to Registration Statement No. 333-171596 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on January 7, 2011 by Northwest Natural Gas Company (the “Company”), we have reviewed such documents and records as we have deemed necessary to enable us to express an opinion on the matters covered hereby. The Registration Statement relates to, among other things, the offer and sale of $50,000,000 aggregate principal amount of the Company’s 3.542% Secured Medium-Term Notes, Series B due 2023 (the “Notes”), issued under the Mortgage and Deed of Trust, dated as of July 1, 1946 (the “Mortgage”), between the Company and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as corporate trustee (the “Trustee”) and Stanley Burg (successor to R. G. Page and J. C. Kennedy).

Based upon the foregoing, we are of the opinion that:

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

2. the Notes are legally issued and binding obligations of the Company.

For purposes of the opinions set forth above, we have assumed that the Notes have been duly authenticated, in accordance with the Mortgage, by the Trustee under the Mortgage.

We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K to be filed by the Company on or about August 19, 2013, which will be incorporated by reference in the Registration Statement. In giving the foregoing consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

This opinion is limited to the laws of the States of New York and Oregon and the federal laws of the United States. As to all matters of Oregon law, we have relied upon an opinion of even date herewith addressed to you by Margaret D. Kirkpatrick, Esq.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

MORGAN, LEWIS & BOCKIUS LLP