EXHIBIT 5.4



                                                                December 9, 2003



Piedmont Natural Gas Company, Inc.
1915 Rexford Road
Post Office Box 33068
Charlotte, NC 28211

         Re:   $200 MILLION OF NOTES OF
               PIEDMONT NATURAL GAS COMPANY, INC.
               REGISTRATION STATEMENTS ON FORM S-3

Ladies and Gentlemen:

         At your request, we have examined the Registration Statements (as
defined below), in the form being filed with the Securities and Exchange
Commission (the "Commission") in connection with the registration by the
Piedmont Natural Gas Company, Inc., a North Carolina corporation (the
"Company"), of $690,000,000 aggregate principal amount of one or more series of
its debt and equity securities, including the $200 million of notes referred to
in the prospectus supplement included in the Registration Statements (the
"Notes"). All capitalized terms which are not defined here shall have the
meanings assigned to them in Amendment No. 5 to Registration Statement No.
333-106268 and Post-Effective Amendment No. 6 to Registration Statement No.
333-62222, each of which are being filed on the date hereof with the Securities
and Exchange Commission by the Company on Form S-3 pursuant to the Securities
Act of 1933, as amended (the "Act"). Amendment No. 5 to Registration Statement
No. 333-106268 and Post-Effective Amendment No. 6 to Registration Statement No.
333-62222 are collectively referred as the "Registration Statements."

         The Notes are to be issued under the Indenture, as amended and
supplemented, and are to be sold as set forth in the prospectus supplement
referred to above (the "Prospectus Supplement").

         We have examined instruments, documents, and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. Based
on such examination, we are of the opinion that when the Notes have been duly
issued in accordance with the Indenture and sold as described in the Prospectus
Supplement, the Notes will be valid and binding obligations of the Company,
entitled to the benefits of the Indenture.






Piedmont Natural Gas Company, Inc.
December 9, 2003
Page 2


         For purposes of the foregoing opinion we have assumed that the Notes
have been duly authorized, executed and delivered. Authorization, execution and
delivery are not governed by New York law and are addressed in the opinion of
Nelson Mullins Riley & Scarborough, LLP.

         Our opinion that the Notes will be valid and binding is qualified as to
limitations imposed by bankruptcy, insolvency, reorganization, arrangement,
fraudulent conveyance, moratorium, or other laws relating to or affecting the
rights of creditors generally; and general principles of equity, including
without limitation concepts of materiality, reasonableness, good faith and fair
dealing, and the possible unavailability of specific performance or injunctive
relief, regardless of whether such enforceability is considered in a proceeding
in equity or at law.

         The foregoing opinion is based on and limited to the laws of the State
of New York and the laws of the United States of America, and we express no
opinion with respect to the laws of any other jurisdiction.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statements and to the use of our name wherever it appears in the
Registration Statements, the Prospectus, the Prospectus Supplement, and in any
amendment or supplement thereto. In giving such consent, we do not consider that
we are "experts" within the meaning of such term as used in the Act or the rules
and regulations of the Commission issued thereunder with respect to any part of
the Registration Statements, including this opinion as an exhibit or otherwise.

                                       Very truly yours,


                                       /s/ Orrick, Herrington & Sutcliffe LLP


                                       Orrick, Herrington & Sutcliffe LLP