Exhibit 5.1

                          FLEISCHMAN AND WALSH, L.L.P.
                                Attorneys At Law
               A Partnership including a Professional Corporation
                           1400 Sixteenth Street, N.W.
                             Washington, D.C. 20036
                               Tel (202) 939-7900
                               Fax (202) 745-0916
                            Internet: www.fw-law.com


                               March 10, 2003




Southern Union Company
One PEI Center
Wilkes-Barre, PA 18711-0601

         RE:      Registration Statement on Form S-3 (SEC File No. 333-102388)
                  Relating to the Registration of $800,000 Issue Amount of
                  Unallocated  Securities by Southern Union Company,  Southern
                  Union Financing II and Southern Union Financing III

Ladies and Gentlemen:

         We have acted as counsel to Southern Union Company, a Delaware
corporation (the "Company"), and Southern Union Financing II and Southern Union
Financing III, each a Delaware statutory business trust sponsored by the Company
(each, a "Trust" and, collectively, the "Trusts"), in connection with the
preparation and filing with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), of a
Registration Statement on Form S-3 (the "Registration Statement"), relating to
the proposed issuance and sale of (1) Senior Debt Securities to be issued by the
Company (the "Senior Debt Securities"), (2) Subordinated Debt Securities to be
issued by the Company (the "Subordinated Debt Securities" and, together with the
Senior Debt Securities, the "Debt Securities"), (3) Trust Preferred Securities
to be issued by either Trust, (the "Trust Preferred Securities") (4) Guarantees
to be issued by the Company relating to the Trust Preferred Securities (the
"Guarantees"), (5) Common Stock, $1.00 par value to be issued by the Company
(the "Common Stock"), (6) Preferred Stock to be issued by the Company (the
"Preferred Stock"), (7) Securities Purchase Contracts to be issued by the
Company, (the "Securities Purchase Contracts"), (8) Warrants to be issued by the
Company to Purchase Debt Securities, Common Stock or Preferred Stock (the
"Securities Purchase Warrants), and (9) Securities Purchase Units to be issued
by the Company (the "Securities Purchase Units" and, together with the foregoing
securities, the "Securities"), in any such case from time to time pursuant to
Rule 415 under the Securities Act, by the Trusts and/or the Company as set forth
in the Registration Statement, the Prospectus contained therein (the
"Prospectus") and any amendments or supplements thereto. Initially capitalized
terms that are used but not defined herein have the meanings ascribed to them in
the prospectus and any prospectus supplement that form a part of the
Registration Statement.

         The Trust Preferred Securities may be offered in amounts, at prices and
on terms to be determined by market conditions at the time of an offering, and
such amounts, prices and terms will be described in a prospectus supplement to
the prospectus included in the Registration Statement at the time of any such
offering. In addition, the Company will guarantee the Trust Preferred Securities
to the extent set forth in one or more guarantee agreements. Each Guarantee
shall apply exclusively to the Trust Preferred Securities issued by a single
Trust, as described in the prospectus and to be described in the prospectus
supplement for the offering of Trust Preferred Securities and related Guarantee
for such Trust that form a part of the Registration Statement. In addition, the
Company will issue and sell Subordinated Debt Securities to the Trusts in
connection with the sale and issuance of Trust Preferred Securities by a Trust.

         Trust Preferred Securities may be issued by a Trust pursuant to its
Trust Agreement, which will be in the amended and restated form to be filed as
an exhibit to the Registration Statement, and which we assume will constitute
the entire agreement among the parties thereto with respect to the subject
matter thereof, including the operation and the termination of the applicable
Trust, and assuming that it and such Trust's Certificate of Trust are then in
full force and effect. The Company and the Guarantee Trustee will execute and
deliver to the Property Trustee of a Trust issuing Trust Preferred Securities a
Guarantee, prior to and with respect to the issuance by such Trust of such Trust
Preferred Securities, to be held by the Property Trustee for such Trust for the
benefit of the holders of Trust Preferred Securities of such Trust, which will
be in the form to be filed as an exhibit to the Registration Statement, which we
assume will constitute the entire agreement among the parties thereto with
respect to the subject matter thereof, and assuming that such Guarantee is then
in full force and effect. Subordinated Debt Securities will be issued pursuant
to the Subordinated Debt Securities Indenture, which is part of the Registration
Statement as Exhibit 4.1 thereto, and the form of an indenture supplement
thereunder or an officers' certificate pursuant thereto, which will be in the
form to be filed as an exhibit to the Registration Statement, and assuming such
instruments are then in full force and effect.

         The Senior Debt Securities will be issued pursuant to the Indenture,
dated January 31, 1994, as supplemented, between the Company and JP Morgan Chase
Bank, as trustee (the "Initial Senior Indenture"), and/or one or more additional
senior debt securities indentures, each as supplemented, between the Company and
the trustee named in each (each an "Additional Senior Indenture," and
collectively with the Initial Senior Indenture, the "Senior Indentures"); the
Subordinated Debt Securities will be issued pursuant to the Subordinated Debt
Securities Indenture, dated May 10, 1995, between the Company and JP Morgan
Chase Bank, as trustee (the "Subordinated Indenture") and together with the
Senior Debt Indenture (the "Debt Indentures"). The Guarantees will be issued
pursuant to one or more guarantee agreements between the Company and the trustee
named in each (each a "Guarantee Agreement"), in either case in the form to be
filed as exhibits to the Registration Statement.

         The Securities Purchase Contracts, Securities Purchase Warrants and
Securities Purchase Units may be offered in amounts, at prices and on terms to
be determined by market conditions at the time of an offering, and such amounts,
prices and terms will be described in a prospectus supplement to the prospectus
included in the Registration Statement at the time of any such offering. The
Securities Purchase Contracts, Securities Purchase Warrants and Securities
Purchase Units will be issued pursuant to a Securities Purchase Contract
Agreement, a Securities Purchase Warrant Agreement or a Securities Purchase Unit
Agreement, respectively, between the Company and the agent named in each (each a
"Purchase Agreement"), in each case, in the respective forms to be filed as
exhibits to the Registration Statement.

         As counsel to the Company and the Trusts, we have examined: (i) the
Registration Statement and exhibits thereto, including the prospectus, in the
form filed with the Commission; (ii) the certificate of trust of each Trust, and
the initial declaration of trust of each Trust, in each case dated as of March
28, 1995; (iii) the Subordinated Indenture; (iv) the Senior Indenture; (v) the
Company's Restated Certificate of Incorporation and Bylaws as in effect on the
date hereof; (vi) pertinent resolutions heretofore adopted by the Company's
Board of Directors and the Executive Committee thereof; (vii) certificates and
other representations of public officials, the Company's officers and the
Trusts' trustees; and (viii) such other documents and records of the Company and
the Trusts, and such matters of law, as we have considered necessary for the
purpose of rendering this opinion. In our examinations of documents submitted to
us, we have assumed: (i) the genuineness of all such documents submitted to us
as originals and the conformity to original and certified documents of all
copies submitted to us as forms, or conformed or photocopied copies, thereof;
(ii) the genuineness of all signatures thereon; (iii) the legal capacity of
natural persons who are parties to documents that we reviewed; (iv) subject to
opinion paragraphs 1 and 2 below, the due organization or formation, and valid
existence in good standing, of each party to the documents that we have
reviewed; (v) the power and authority of all signatories thereto other than the
Company and the Trusts to execute and deliver, and perform under, the documents
that we have reviewed; and (vi) the due execution and delivery of all documents
that we reviewed by all parties thereto other than the Company and the Trusts.
As to various questions of fact material to our opinion, we conducted no
independent investigation and we have relied solely upon representations,
statements or certificates of officers and representatives of the Company,
trustees of the Trusts, and other persons with responsibility for such matters.

         Based upon and subject to the foregoing, we are of the following
opinions:

     1. The Company has been duly  incorporated  and is validly existing in good
standing under the laws of the State of Delaware.

     2. Each of the Trusts has been duly created and is validly existing in good
standing as a statutory business trust under the laws of the State of Delaware.

     3. Each of the Senior  Indenture  and the  Subordinated  Indenture has been
duly and validly authorized, executed and delivered by the Company.

     4.  Subject to and in  accordance  with the approval of the forms and terms
thereof,  and  authorization  by the Board of  Directors of the Company of their
execution  on behalf of the  Company,  the  Company  will have duly and  validly
authorized the execution and delivery of the Declarations of the Trusts, and the
Guarantees and the Subordinated Debt Securities issued to the Trusts.

     5. Trust  Preferred  Securities  of a Trust  will,  subject to  paragraph 4
above,  represent  valid  and,  subject  to  paragraph  7 below,  fully paid and
nonassessable  undivided  beneficial  interests in the assets of such Trust when
(a) the Registration  Statement and the applicable prospectus supplement thereto
have become  effective under the Act, (b) the Declaration of such Trust has been
duly  executed  by the  Trust's  trustees  and by the  Company  as such  Trust's
sponsor,  (c) such  Declaration has been qualified under the Trust Indenture Act
of 1939 (the "Trust Indenture Act"), (d) the Guarantee  applicable to such Trust
Preferred  Securities  has been duly  executed  and  delivered  to the  Property
Trustee of such  Guarantee as  contemplated  in paragraph 8 below,  and (e) such
Trust Preferred  Securities have been authenticated,  issued, sold and delivered
as contemplated by the applicable  Declaration,  the Registration  Statement and
the  applicable  prospectus  supplement  thereto,  including the receipt by each
person to whom Trust  Preferred  Securities  are issued of a Preferred  Security
Certificate therefor,  and such person's payment therefor in accordance with the
Declaration and the Registration Statement.

     6.  Subordinated  Debt  Securities  issued  to  a  Trust  pursuant  to  the
Registration Statement will, subject to paragraph 4 above,  constitute valid and
binding  obligations of the Company,  assuming that any applicable  supplemental
indenture or officer's  certificate  with respect  thereto,  and the issuance of
such  Subordinated  Debt  Securities,  have been duly authorized by the Board of
Directors of the Company, when (a) the Registration Statement and the applicable
prospectus  supplement  thereto  have become  effective  under the Act,  (b) any
necessary  supplemental  indenture or officer's certificate with respect thereto
have been duly executed and delivered by the Company and the  Subordinated  Debt
Securities Indenture Trustee, (c) the terms of such Subordinated Debt Securities
have been duly established in accordance with the  Subordinated  Debt Securities
Indenture and any  applicable  supplemental  indenture or officer's  certificate
with respect  thereto,  (d) such  Subordinated  Debt  Securities  have been duly
executed and  authenticated in accordance with the Subordinated  Debt Securities
Indenture and applicable  supplemental  indenture or officer's  certificate with
respect thereto and (e) such  Subordinated  Debt Securities have been issued and
delivered  to, and  purchased by, a Trust as  contemplated  by the  Registration
Statement  and the  applicable  prospectus  supplement  thereto.  Subject to the
foregoing,  such  Subordinated Debt Securities will be enforceable in accordance
with their terms against the Company,  except as (x) the enforceability  thereof
may be limited by bankruptcy, insolvency,  reorganization,  fraudulent transfer,
moratorium  or other  similar  laws now or  hereafter  in effect  relating to or
affecting  the   enforcement  of  creditors'   rights   generally  and  (y)  the
availability  of equitable  remedies may be limited to equitable  principles  of
general  applicability  (regardless of whether considered in a proceeding at law
or in equity).

     7.  Holders  of Trust  Preferred  Securities  validly  issued by a Trust as
contemplated  by paragraphs 4 and 5 above,  as beneficial  owners of such Trust,
will be  entitled  to the same  limitation  of  personal  liability  extended to
stockholders  of a private  corporation  for profit  organized under the General
Corporation  Law of the State of  Delaware.  We note,  however,  that holders of
Trust Preferred  Securities may be obligated to make certain payments,  pursuant
to and to the extent to be provided for in the Declaration.

     8. Each  Guarantee  issued with respect to the issuance by a Trust of Trust
Preferred Securities will, subject to paragraph 4 above,  constitute a valid and
binding obligation of the Company,  assuming that it is has been duly authorized
by the Board of Directors of the Company,  when (a) the  Registration  Statement
and the applicable prospectus supplement thereto have become effective under the
Act, (b) such  Guarantee  has been duly  executed and  delivered to the Property
Trustee of such Guarantee,  (c) such Trust Preferred Securities have been issued
as  contemplated  in paragraph 5 above,  (d) such  Guarantee has been  qualified
under  the  Trust  Indenture  Act and (e) such  Guarantee  has been  issued  and
delivered as  contemplated  in the  Registration  Statement  and the  applicable
prospectus supplement thereto. Subject to the foregoing,  such Guarantee will be
enforceable  against the Company in accordance with its terms, except as (x) the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization,
fraudulent  transfer,  moratorium  or similar  laws now or  hereafter  in effect
relating to or affecting the enforcement of creditors'  rights generally and (y)
the availability of equitable remedies may be limited by equitable principles of
general  applicability  (regardless of whether considered in a proceeding at law
or in equity).

     9. Common Stock and Preferred  Stock (the "Shares") will be validly issued,
fully paid and  non-assessable  when (a) the  financial  and other  terms of any
class or series of the Shares have been  established by the Board,  and (b) such
Shares have been issued and sold upon the terms and  conditions set forth in the
Registration  Statement,  the Prospectus  and the  applicable  supplement to the
Prospectus.

     10.  Securities  Purchase  Warrants,   Securities  Purchase  Contracts  and
Securities Purchase Units  (collectivley,  the "Units,  Warrants and Contracts")
will  constitute  valid and binding  obligations of the Company,  enforceable in
accordance   with  their   terms,   subject  to  (x)   bankruptcy,   insolvency,
reorganization, fraudulent transfer, moratorium or similar laws now or hereafter
in  effect  relating  to or  affecting  the  enforcement  of  creditors'  rights
generally and (y) general principles of equity (regardless of whether considered
in a proceeding  at law or in equity) when (a) the  financial and other terms of
the Units,  Warrants and Contracts have been  established by the Board or to any
committee to which the Board has delegated such  authority,  as applicable,  (b)
such Units,  Warrants and Contracts have been issued and sold upon the terms and
conditions  set forth in the  Registration  Statement,  the  Prospectus  and the
applicable  supplement  to the  Prospectus  and  (c) the  applicable  securities
purchase contract agreement,  securities purchase warrant agreement,  securities
purchase  unit  agreement  and any  related  pledge  agreement  have  been  duly
authorized, executed and delivered by the parties thereto.


         The opinions we have expressed herein are limited to the laws of the
District of Columbia, applicable federal securities laws, the General
Corporation Law of the State of Delaware, and the Business Trust Act of the
State of Delaware, in each case as in effect as of the date of this opinion. We
assume no responsibility as to the applicability of any other laws or the laws
of any other jurisdiction, including application of the securities laws or blue
sky laws of the various states, to the subject transactions or the effect of
such laws. We express no opinion as to the effect on any of the securities that
are the subject of the Registration Statement of any law that purports to limit
the rate of interest that legally may be contracted for, charged or collected.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the headings of
"Validity of Securities" or "Legal Matters" in the prospectus and any prospectus
supplement that form a part of the Registration Statement. In giving such
consent, we do not thereby concede that we are within the category of persons
whose consent is required under Section 7 of the Act or the Rules and
Regulations of the Commission thereunder.

         Please be advised that Fleischman and Walsh, L.L.P., and certain
attorneys associated with Fleischman and Walsh, L.L.P., have beneficial
interests in shares of the Company's common stock, which represent less than 1%
of outstanding Common Stock.

         Questions regarding the opinions expressed herein should be directed to
Stephen A. Bouchard, a partner with this firm.


Very truly yours
FLEISCHMAN AND WALSH, L.L.P.