EXHIBIT 5.1
                  [LETTERHEAD OF FULBRIGHT & JAWORSKI, L.L.P.]


                               September 11, 2000

Magnum Hunter Resources, Inc.
600 East Las Colinas Boulevard, Suite 1100
Irving, Texas 75039

     Re: Magnum Hunter Resources,  Inc. (the "Company"):  Registration Statement
on Form S-3 under the Securities Act of 1933 (the "Act")

Ladies and Gentlemen:

     We have  acted  as  counsel  for the  Company,  a  Nevada  corporation,  in
connection  with the  registration by the Company under the Act of the offer and
sale by the  Company  from time to time,  pursuant to Rule 415 under the Act, of
(i) the Company's unsecured debt securities,  in one or more series,  consisting
of notes, debentures or other evidences of indebtedness (the "Debt Securities"),
(ii) shares of preferred  stock,  par value $0.001 per share,  of the Company in
one or more series (the "Preferred  Stock"),  which may be issued in the form of
depositary  shares evidenced by depositary  receipts (the "Depositary  Shares"),
(iii) shares of common  stock,  par value $0.002 per share,  of the Company (the
"Common  Stock"),  including up to 1,726,217 shares (the "Sales Manager Shares")
that  may be sold by the  Company  pursuant  to a Sales  Manager  Agreement  (as
defined  below),  (iv)  warrants   ("Warrants")  to  purchase  Debt  Securities,
Preferred  Stock,   Depositary   Shares  or  Common  Stock  and  (v)  guarantees
("Guarantees") by certain  subsidiaries of the Company named in the Registration
Statement  (the  "Subsidiary  Guarantors")  with respect to the Debt  Securities
(such Debt Securities,  Preferred Stock,  Depositary  Shares,  Warrants,  Common
Stock and Guarantees are collectively  referred to herein as the  "Securities").
The  Securities  will be  offered  in  amounts,  at  prices  and on  terms to be
determined in light of market conditions at the time of sale and to be set forth
in  supplements  to  the  Prospectus  contained  in the  Company's  Registration
Statement  on Form S-3 to which this  opinion is an exhibit  (the  "Registration
Statement").

     We have examined originals or copies,  certified or otherwise identified to
our  satisfaction,  of (i) the  Articles  of  Incorporation  and  Bylaws  of the
Company,  each as amended to the date hereof,  (ii) the form of  Indenture  (the
"Indenture")  relating  to the Debt  Securities  included  as an  exhibit to the
Registration  Statement,  (iii) the form of Sales Manager  Agreement between the
Company and RGC Brinson Patrick, LLC (the "Sales Manager Agreement") included as
an  exhibit to the  Registration  Statement  and (iv) such  other  certificates,
instruments  and  documents  as we  considered  appropriate  for purposes of the
opinions hereafter expressed.  In addition, we reviewed such questions of law as
we considered appropriate.

     In connection with this opinion,  we have assumed that (i) the Registration
Statement,  and any amendments  thereto (including  post-effective  amendments),
will  have  become  effective;  (ii)  a  prospectus  supplement  (a  "Prospectus
Supplement")  will have been prepared and filed with the Securities and Exchange
Commission (the "Commission")  describing the Securities offered thereby;  (iii)
all Securities will be issued and sold in compliance with applicable federal and
state securities laws and in the manner stated in the Registration Statement and
the applicable Prospectus Supplement;  (iv) a definitive purchase,  underwriting
or similar  agreement  with respect to any  Securities  offered  (other than the
Sales Manager Shares) will have been duly authorized and validly


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Magnum Hunter Resources, Inc.
September 11, 2000
Page 2


executed  and  delivered by  the  Company and  the other parties thereto; (v) at
the time of any offering or sale of Securities,  that the Company will have such
number of shares of Common Stock or Preferred Stock, if applicable, as set forth
in such offering or sale, authorized,  established (if applicable) and available
for issuance,  and (vi) any  Securities  issuable upon  conversion,  exchange or
exercise of any Security being offered will be duly authorized,  created and, if
appropriate, reserved for issuance upon such conversion, exchange or exercise.

     Based upon the foregoing and subject to the limitations and  qualifications
set forth below, we are of the opinion that:

                  1. With  respect  to Debt  Securities  to be issued  under the
         Indenture,  when (i) the  Indenture has been duly  qualified  under the
         Trust Indenture Act of 1939, as amended; (ii) the Board (as hereinafter
         defined)  has taken all  necessary  corporate  action  to  approve  the
         issuance and terms of such Debt  Securities,  the terms of the offering
         thereof and related  matters;  and (iii) such Debt Securities have been
         duly executed,  authenticated,  issued and delivered in accordance with
         the  provisions of the Indenture and either (a) in accordance  with the
         applicable  definitive  purchase,  underwriting  or  similar  agreement
         approved  by the  Board  upon  payment  of the  consideration  therefor
         provided for therein,  or (b) upon exercise of any other  Security,  in
         accordance with the terms of such Security or the instrument  governing
         such Security providing for such exercise as approved by the Board, for
         the  consideration  approved by the Board, such Debt Securities will be
         legally issued.

                  2.  With  respect  to  Guarantees  issued  by  any  Subsidiary
         Guarantor  with respect to any Debt  Securities,  when (i) the board of
         directors  of  each  Subsidiary   Guarantor  has  taken  all  necessary
         corporate  action to approve the issuance and terms of such Guarantees,
         the terms of the offering thereof and related  matters;  (ii) the terms
         of such Guarantees and of their issuance and sale have been established
         so as not to violate any applicable law or result in a default under or
         breach of any  agreement or  instrument  binding  upon such  Subsidiary
         Guarantor  and so as to  comply  with any  requirement  or  restriction
         imposed by any court or governmental body having jurisdiction over such
         Subsidiary  Guarantor;   and  (iii)  such  Guarantees  have  been  duly
         executed,  authenticated,  issued and delivered in accordance  with the
         provisions  of the  applicable  Indenture  and in  accordance  with the
         applicable  definitive  purchase,  underwriting  or  similar  agreement
         approved by the board of directors of such Subsidiary  Guarantor,  such
         Guarantees will be legally issued.

                  3. With  respect to shares of  Preferred  Stock,  when (i) the
         Board has taken all necessary  corporate action to approve the issuance
         and terms of the shares of Preferred  Stock,  the terms of the offering
         thereof  and related  matters,  including  the  adoption of a statement
         establishing relative rights and preferences relating to such Preferred
         Stock and the filing of such  statement  with the Secretary of State of
         the State of Nevada;  and (ii) certificates  representing the shares of
         Preferred Stock have been duly executed, countersigned,  registered and
         delivered  either  (a) in  accordance  with the  applicable  definitive
         purchase,  underwriting or similar agreement approved by the Board upon
         payment of the


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Magnum Hunter Resources, Inc.
September 11, 2000
Page 3


         consideration  therefor  provided for therein,  or (b) upon exercise of
         any other  Security,  in accordance  with the terms of such Security or
         the instrument  governing such Security  providing for such exercise as
         approved by the Board, for the consideration approved by the Board (not
         less  than  the par  value  of the  Preferred  Stock),  the  shares  of
         Preferred Stock will be duly authorized, validly issued, fully paid and
         nonassessable.

                   4. With respect to the Depositary Shares,  when the terms  of
         the Depositary  Shares and of  their issuance and  sale have  been duly
         established in conformity with applicable law, when the Board has taken
         all necessary  corporate action to approve  the  issuance and  terms of
         the  Depositary  Shares, the terms of the offering  thereof and related
         matters,  the Deposit  Agreement  relating to the Depositary Shares has
         been  duly  executed and  delivered,  and  the  Preferred Stock that is
         represented  by  Depositary  Shares has been duly  issued and delivered
         to the depository,  and depositary  receipts  evidencing the Depositary
         Shares have been duly issued against the deposit of Preferred  Stock in
         accordance  with the Deposit Agreement, the depositary receipts will be
         validly issued.

                  5. With  respect  to shares of Common  Stock  (other  than the
         Sales Manager  Shares),  when (i) the Board of Directors of the Company
         or to the extent permitted by the General  Corporation Law of the State
         of Nevada, a duly constituted and acting committee  thereof (such Board
         of Directors or committee being referred to herein as the "Board"), has
         taken all necessary corporate action to approve the issuance of and the
         terms of the  offering  of the  shares  of  Common  Stock  and  related
         matters; and (ii) certificates  representing the shares of Common Stock
         have been duly executed, countersigned, registered and delivered either
         (a) in accordance with the applicable definitive purchase, underwriting
         or  similar  agreement  approved  by  the  Board  upon  payment  of the
         consideration  therefor  (not  less  than the par  value of the  Common
         Stock)  provided  for  therein,  or (b) upon  conversion,  exchange  or
         exercise  of any other  Security in  accordance  with the terms of such
         Security or the instrument  governing such Security  providing for such
         conversion,  exchange or  exercise  as  approved by the Board,  for the
         consideration approved by the Board (not less than the par value of the
         Common Stock), the shares of Common Stock (other than the Sales Manager
         Shares)  will  be duly  authorized,  validly  issued,  fully  paid  and
         nonassessable.

                  6. With respect to the Warrants,  when (i) the Board has taken
         all  necessary  corporate  action to approve  the  creation  of and the
         issuance and terms of the Warrants,  the terms of the offering  thereof
         and related matters;  (ii) a warrant agreement and any other agreements
         relating to the Warrants have been duly authorized and validly executed
         and  delivered  by the Company and the warrant  agent  appointed by the
         Company;  and (iii)  the  Warrants  or  certificates  representing  the
         Warrants  have  been  duly  executed,  countersigned,   registered  and
         delivered in accordance with the  appropriate  warrant  agreement,  any
         other agreements relating to the Warrants and the applicable definitive
         purchase,  underwriting or similar agreement approved by the Board upon
         payment  of  the  consideration  therefor  provided  for  therein,  the
         Warrants will be duly authorized and validly issued.

                  7. With  respect  to the Sales  Manager  Shares,  when (i) the
         Sales  Manager  Agreement has  been  duly authorized  by  the Board and
         validly  executed and delivered by the Company and RCG Brinson Patrick,
         LLC and (ii) any  Sales  Manager  Shares  have been  issued and sold as
         contemplated  in the Sales Manager Agreement(and for an issuance  price
         not less  than the  par value of the Sales  Manager  Shares),  all such
         shares  will  be  duly  authorized,  validly  issued,  fully  paid  and
         nonassessable.


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Magnum Hunter Resources, Inc.
September 11, 2000
Page 4

     The opinions  expressed  above are limited by and subject to the  following
qualifications:

     (a) We express no opinion other than as to the federal  securities  laws of
the  United  States  of  America  and the laws of the  State of  Texas.  We have
assumed, however, without investigation, that the laws of the States of New York
and Nevada are identical in all respects to the laws of the State of Texas.

     (b) In rendering  the opinions  expressed  herein,  we have assumed that no
action heretofore taken by the Board in connection with the matters described or
referred to herein  will be  modified,  rescinded  or  withdrawn  after the date
hereof.

     (c) The opinions  expressed in  paragraphs  1, 2 and 6 above are subject to
the qualification that the validity and binding effect of the Securities and the
Indenture   may  be  limited  or   affected  by  (i)   bankruptcy,   insolvency,
reorganization,  fraudulent transfer or conveyance, receivership, moratorium and
other similar laws relating to or affecting  creditors' rights  generally,  (ii)
general  principles of equity,  regardless of whether applied in a proceeding in
equity or at law, and (iii) an implied covenant of good faith and fair dealing.

     (d) We  express  no  opinion  as to the  enforceability  of any  provisions
providing for (i) a right of setoff  against or waiver or release by the Company
of any Subsidiary Guarantor or (ii) the indemnification, exculpation or right of
contribution to any person (A) in conflict with principles of public policy, (B)
to the extent  precluded by federal or state  securities laws, or (C) purporting
to indemnify or exculpate such person from the consequence of its own negligence
or strict liability or illegality or violation of laws.

     We hereby  consent to the  statements  with respect to us under the heading
"Legal Matters" in the prospectus  forming a part of the Registration  Statement
and to the filing of this opinion as an exhibit to the  Registration  Statement.
By giving  such  consent,  we do not admit 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 issued  thereunder.  For purposes of this opinion,
we  assume  that  the  securities  to be  issued  pursuant  to the  Registration
Statement will be issued in compliance with all applicable  state  securities or
Blue Sky laws.

                                                 Very truly yours,

                                             /s/ Fulbright & Jaworski L.L.P.