EXHIBIT 5(a)

                    PIEDMONT NATURAL GAS COMPANY, INC. LETTERHEAD

                                                               December 31, 2001

Piedmont Natural Gas Company, Inc.
1915 Rexford Road
Charlotte, North Carolina 28211

      Re:    Registration Statement on Form S-8 filed on
             December 31, 2001, with respect to 10,000 Shares of Common Stock
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Gentlemen:

         I have acted as counsel to Piedmont Natural Gas Company, Inc., a North
Carolina corporation (the "Company"), in connection with the registration by the
Company of 10,000 shares of its Common Stock (the "Common Stock") and Series A
Junior Participating Preferred Rights attached thereto (the "Rights"), each for
offer and sale in connection with the Piedmont Natural Gas Company Salary
Investment Plan and the Piedmont Natural Gas Company Payroll Investment Plan
(the "Plan"). All capitalized terms which are not defined here shall have the
meanings assigned to them in the Registration Statement on Form S-3 (as amended,
the "Registration Statement") which is being filed on the date hereof with the
Securities and Exchange Commission ("SEC") by the Company pursuant to the
Securities Act of 1933, as amended (the "Act").

         In connection with my examination of documents as hereinafter
described, I have assumed the genuineness of all signatures on, and the
authenticity of, all documents submitted to me as originals and the conformity
to original documents of all documents submitted to me as copies. With respect
to agreements and instruments executed by natural persons, I have assumed the
legal competency of such persons.

         For the purpose of rendering this opinion, I have made such factual and
legal examination as I have deemed necessary under the circumstances, and in
that connection I have examined, among other things, originals or copies of the
following:

         (1) The Articles of Incorporation of the Company, as amended to date;

         (2) The By-Laws of the Company, as amended to date;

         (3) The Registration Statement shall have become effective under the
Securities Act;

         (4) Such records of the corporate proceedings of the Company, and such
other documents that I have considered necessary or appropriate for the purpose
of rendering this opinion; and



         (5) Such other certificates and assurances from public officials,
officers and representatives of the Company that I have considered necessary or
appropriate for the purpose of rendering this opinion.

         On the basis of the foregoing examination, and in reliance thereon, I
am of the opinion that (subject to compliance with the pertinent provisions of
the Act to compliance with such securities or "blue sky" laws of any
jurisdiction as may be applicable):

         1.       When appropriate authorizations by regulatory authorities have
                  been obtained, if any, with respect to the issuance and sale
                  of the Common Stock shall have been granted;

         2.       The Company's Board of Directors shall have approved the
                  issuance and sale of the Common Stock by the Company;

         3.       The Registration Statement shall have become effective under
                  the Act; and

         4.       The Common Stock shall have been duly authorized, issued and
                  delivered for the consideration set forth in the Plan and in
                  accordance with the actions hereinabove mentioned,

then the Common Stock will be duly authorized and valid and binding obligations
of the Company, subject to the effect of any bankruptcy, insolvency,
reorganization, moratorium, arrangement, or similar laws affecting the
enforcement of creditors' rights generally (including, without limitation, the
effect of statutory or other laws regarding fraudulent transfers or preferential
transfers) and general principles of equity, regardless of whether
enforceability is considered in a proceeding in equity or at law.

         This opinion is limited to the present federal laws of the United
States, and to the present judicial interpretations thereof and to the facts as
they presently exist. The undersigned undertakes no obligation to advise the
Company as a result of developments occurring after the date hereof or as a
result of facts or circumstances brought to my attention after the date hereof.

         This opinion may be filed as an exhibit to the Registration Statement.

                                     Sincerely,

                                     /s/ Martin C. Ruegsegger
                                     Martin C. Ruegsegger