Magnum Hunter Resources, Inc.
600 East Las Colinas Blvd. o Suite 1100 o Irving, TX 75039
o (972) 401-0752 o Fax (972) 401-3110
Mailing Address:  P.O. Box 140908 o Irving, TX 75014-0908
  An American Stock Exchange Company o  "MHR"

August 25, 2000

Magnum Hunter Resources, Inc.
600 E. Las Colinas Blvd., Suite 1100
Irving, Texas 75039

                                                Re:  S-8 Registration Statement

Gentlemen:

     I have examined the form of Registration  Statement,  No. 333- ____,  which
you have filed on August 25, 2000 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 1,512,900
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.

<PAGE>

     Based on the  foregoing,  it is my opinion  that the Stock to be sold under
the  Registration  Statement to the employees  when issued under the  Agreements
will be 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