Magnum  Hunter  Resources,  Inc. 
600 East Las Colinas  Blvd. o Suite 1200 oIrving, TX 75039 o 
(972) 401-0752 o Fax (972) 401-3110 
Mailing Address: P.O. Box140908 o Irving, TX 75014-0908 
An American Stock Exchange Company


June 1, 1998


Magnum Hunter Resources, Inc.
600 East Las Colinas Blvd., Suite 1200
Irving, Texas, 75039


         Re:  S-8 Registration Statement

Gentlemen:

       At your request, I have examined the form of Registration Statement,  No.
333- ____, which you have filed on June 1, 1998 with the Securities and Exchange
Commission, on Form S-8 (the "Registration  Statement"),  in connection with the
registration  under the Securities  Act of 1933, as amended,  of an aggregate of
1,482,058  shares of your Common Stock (the  "Stock") to be issued upon exercise
of  options  pursuant  to  various   employees  stock  option   agreements  (the
"Agreements").

       In rendering the following  opinion, I have examined and relied only upon
the documents,  and certificates of officers and directors of the Company as are
specifically described below. In my examination,  I have assumed the genuineness
of all signatures, the authenticity,  accuracy and completeness of the documents
submitted to me as originals,  and the conformity with the original documents of
all  documents  submitted  to me as copies.  My  examination  was limited to the
following documents and no others:

       1.  Certificate of Incorporation of the Company, as amended to date;

       2.  Bylaws of the Company, as amended to date;

       3. Certified Resolutions adopted by the Board of Directors of the Company
          authorizing  the  Agreements  and the  issuance of the Stock under the
          Agreements;

       4.  The Registration Statement; and

       5. The form of the Agreements.

       I have not  undertaken,  nor do I intend to  undertake,  any  independent
investigation  beyond such  documents and records,  or to verify the adequacy of
accuracy of such documents and records.


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       Based on the foregoing,  it is my opinion that the Stock to be sold under
the  Registration  Statement to the employees,  subject to  effectiveness of the
Registration Statement and compliance with applicable blue sky laws, when issued
under the Agreements or otherwise,  will by duly and validly  authorized,  fully
paid and non-assessable.

       I consent to the filing of this  opinion as an exhibit to any filing made
with  the  Securities  and  Exchange  Commission  or  under  any  state or other
jurisdiction's  securities  act for the purpose of  registering,  qualifying  or
establishing  eligibility for an exemption from registration or qualification of
the  Stock  described  in the  Registration  Statement  in  connection  with the
offering  described therein.  Other than as provided in the preceding  sentence,
this opinion (i) is addressed  solely to you, (ii) covers only matters of Nevada
and federal law and nothing in this opinion shall be deemed to imply any opinion
related  to the laws of any  other  jurisdiction,  (iii)  may not be  quoted  or
reproduced or delivered by you to any other  person,  and (iv) may not be relied
upon for any other purpose whatsoever.  Nothing herein shall be deemed to relate
to or constitute an opinion  concerning any matters not  specifically  set forth
above.

       The  information  set forth  herein is as of the date of this  letter.  I
disclaim  any  undertaking  to advise you of changes  which may be brought to my
attention after the effective date of the Registration Statement.


Very truly yours,

/s/ Morgan F. Johnston

Morgan F. Johnston
General Counsel