National Fuel Gas Company
August 11, 2023
As to questions of fact material to this opinion, we have relied upon, and have assumed the
accuracy, completeness and authenticity of, the following:
a. Certificates of public officials, including the Certificate of Good
Standing of the Company, issued by the Treasurer of the State of New Jersey on August 2, 2023;
b. Certificates of Company
officers, including the Certification of the General Counsel and Secretary of the Company, dated the date hereof; and
factual disclosures in the 1934 Act filings of the Company regarding stock issuances by the Company, the Company employee stock and benefit plans, and other Company stock plans.
We have not made or undertaken any independent investigation to establish or verify the accuracy or completeness of any factual matters
recited or disclosed in the foregoing materials. Nothing, however, has come to our attention which would lead us to believe that the factual recitals and disclosures upon which we are relying are not true, accurate and complete in all material
Based upon the foregoing, and subject to the qualifications, assumptions and limitations set forth herein, we are of the
1. Your Company is a corporation duly incorporated and validly existing under the laws of the State of New Jersey.
2. Company Shares to be acquired by Plan participants that are purchased by the Plan Administrator (as defined in the Prospectus
Supplement) in the open market will have been validly issued, fully paid and non-assessable.
3. All requisite action necessary to make any authorized but unissued Company Shares issued by the Company in connection with the Plan,
validly issued, fully paid and non-assessable will have been taken, provided that:
original issue Shares shall have been issued and delivered for the consideration contemplated in accordance with the terms and conditions of the Plan and as contemplated by the Prospectus Supplement; and
B. If the original issue Shares are certificated, the certificates therefor shall have been duly executed, countersigned, registered
In rendering the opinion expressed in paragraph 2 regarding the legal status of the issued and outstanding Shares, we
have, with your permission, relied on the Stryker Opinions to the extent that those Opinions opined on, and we, therefore, have assumed, the validly issued, fully paid and non-assessable status of the Company
Shares issued and outstanding as of the respective dates of those opinions.
Scarinci & Hollenbeck,
LLC, 150 Clove Road, 9th Floor, Little Falls, New Jersey 07424 | Phone: 201-896-4100 | Fax: 201-896-8660 | www.sh-law.com