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

June 17, 2019

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01. Other Events.

On June 17, 2019, Northwest Natural Gas Company (NW Natural) issued and sold $140,000,000 aggregate principal amount of Secured Medium Term Notes, consisting of $50,000,000 aggregate principal amount of 3.141% Secured Medium-Term Notes due 2029, and $90,000,000 aggregate principal amount of 3.869% Secured Medium-Term Notes due 2049 (the “Notes”). The Notes were offered for sale pursuant to a registration statement on Form S-3 (SEC File No. 333-227662-01) (the “Registration Statement”), which became automatically effective upon filing with the Securities and Exchange Commission on October 2, 2018, and a Pricing Supplement, dated June 11, 2019, to a Prospectus Supplement, dated October 3, 2018, to a Prospectus, dated October 2, 2018.

In connection with the offering 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

See Exhibit Index.

Exhibit Index

Exhibit	Description
5(a)	Opinion of MardiLyn Saathoff, Esquire, regarding the validity of the Notes.
5(b)	Opinion of Morgan, Lewis & Bockius LLP, regarding the validity of the Notes.

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 hereunto duly authorized.

	NORTHWEST NATURAL GAS COMPANY
	(Registrant)
Dated: June 17, 2019	/s/ Shawn M. Filippi
	Vice President, Chief Compliance Officer & Corporate Secretary

EX-5.(A)

Exhibit 5(a)

June 17, 2019

Northwest Natural Gas Company

220 N.W. Second Avenue

Portland, Oregon 97209

Ladies and Gentlemen:

With respect to Registration Statement No. 333-227662-01 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on October 2, 2018 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 $140,000,000 aggregate principal amount of the Company’s Secured Medium Term Notes, Series B, consisting of $50,000,000 aggregate principal amount of 3.141% Secured Medium-Term Notes, Series B due 2029 and $90,000,000 aggregate principal amount of 3.869% Secured Medium-Term Notes, Series B due 2049 (the “Notes”), issued under the Mortgage and Deed of Trust, dated as of July 1, 1946, as amended and supplemented (the “Mortgage”), between the Company and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as trustee (the “Trustee”).

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

1. the Company is a corporation 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 June 17, 2019, 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. 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/ MardiLyn Saathoff, Esq.

MardiLyn Saathoff, Esq.

Senior Vice President, Regulation

and General Counsel

EX-5.(B)

Exhibit 5(b)

June 17, 2019

Northwest Natural Gas Company

220 N.W. Second Avenue

Portland, Oregon 97209

Ladies and Gentlemen:

With respect to Registration Statement No. 333-227662-01 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on October 2, 2018 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 $140,000,000 aggregate principal amount of the Company’s Secured Medium Term Notes, Series B, consisting of $50,000,000 aggregate principal amount of 3.141% Secured Medium-Term Notes, Series B due 2029 and $90,000,000 aggregate principal amount of 3.869% Secured Medium-Term Notes, Series B due 2049 (the “Notes”), issued under the Mortgage and Deed of Trust, dated as of July 1, 1946, as amended and supplemented (the “Mortgage”), between the Company and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as trustee (the “Trustee”).

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

1. the Company is a corporation 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 June 17, 2019, 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. As to all matters of Oregon law, we have relied upon an opinion of even date herewith addressed to you by MardiLyn Saathoff, Esq.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

MORGAN, LEWIS & BOCKIUS LLP