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Nuevo Financing I
November 22, 1996
Page -1-


                                                                     Exhibit 5.2


                   [Letterhead of Richards, Layton & Finger]



                               November 22, 1996



Nuevo Financing I
c/o Nuevo Energy Company
1331 Lamar, Suite 1650
Houston, TX  77010

   Re:  Nuevo Financing I
        -----------------

Ladies and Gentlemen:

   We have acted as special Delaware counsel for Nuevo Energy Company, a
Delaware corporation (the "Company"), and Nuevo Financing I, a Delaware business
trust (the "Trust"), in connection with the matters set forth herein.  At your
request, this opinion is being furnished to you.

   For purposes of giving the opinions hereinafter set forth, our examination of
documents has been limited to the examination of originals or copies of the
following:

   (a) The Certificate of Trust of the Trust, dated as of November 15, 1996 (the
"Certificate"), as filed in the office of the Secretary of State of the State of
Delaware (the "Secretary of State") on November 15, 1996;
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Nuevo Financing I
November 22, 1996
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   (b) The Trust Agreement of the Trust, dated as of November 15, 1996, among
the Company, as Depositor, and the trustees of the Trust named therein;

   (c) Amendment No. 1 to the Registration Statement (the "Registration
Statement") on Form S-3, including a preliminary prospectus (the "Prospectus"),
relating to the $ ___  Term Convertible Securities, Series A, of the Trust
representing preferred undivided beneficial interests in the assets of the Trust
(each, a "Preferred Security" and collectively, the "Preferred Securities"), as
proposed to be filed by the Company, the Trust and others as set forth therein
with the Securities and Exchange Commission on or about November 22, 1996;

   (d) A form of prospectus supplement relating to the Preferred Securities (the
"Prospectus Supplement");

   (e) A form of Amended and Restated Declaration of Trust of the Trust, to be
entered into among the Company, as Sponsor, the trustees of the Trust named
therein, and the holders, from time to time, of undivided beneficial interests
in the assets of the Trust (including Annex I and Exhibits A-1 and A-2 thereto)
(the "Trust Agreement"), attached as an exhibit to the Registration Statement;
and

   (f) A Certificate of Good Standing for the Trust, dated November 22, 1996,
obtained from the Secretary of State.

   Initially capitalized terms used herein and not otherwise defined are used as
defined in the Trust Agreement.

   For purposes of this opinion, we have not reviewed any documents other than
the documents listed in paragraphs (a) through (f) above.  In particular, we
have not reviewed any document (other than the documents listed in paragraphs
(a) through (f) above) that is referred to in or incorporated by reference into
the documents reviewed by us.  We have assumed that there exists no provision in
any document that we have not reviewed that is inconsistent with the opinions
stated herein.  We have conducted no independent factual investigation of our
own but rather have relied solely upon the foregoing documents, the statements
and information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.

   With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
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Nuevo Financing I
November 22, 1996
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   For purposes of this opinion, we have assumed (i) that the Trust Agreement
constitutes the entire agreement among the parties thereto with respect to
the subject matter thereof, including with respect to the creation, operation
and termination of the Trust, and that the Trust Agreement and the Certificate
are in full force and effect and have not been amended, (ii) except to the
extent provided in paragraph 1 below, the due creation or due organization or
due formation, as the case may be, and valid existence in good standing of each
party to the documents examined by us under the laws of the jurisdiction
governing its creation, organization or formation, (iii) the legal capacity of
natural persons who are signatories to the documents examined by us, (iv) that
each of the parties to the documents examined by us has the power and authority
to execute and deliver, and to perform its obligations under, such documents,
(v) the due authorization, execution and delivery by all parties thereto of all
documents examined by us, (vi) the receipt by each Person to whom a Preferred
Security is to be issued by the Trust (collectively, the "Preferred Security
Holders") of a Trust Preferred Security Certificate for such Preferred Security
and the payment for the Preferred Security acquired by it, in accordance with
the Trust Agreement, the Registration Statement and the Prospectus Supplement,
and (vii) that the Preferred Securities are issued and sold to the Preferred
Security Holders in accordance with the Trust Agreement, the Registration
Statement and the Prospectus Supplement.  We have not participated in the
preparation of the Registration Statement or the Prospectus Supplement and
assume no responsibility for their contents.

   This opinion is limited to the laws of the State of Delaware (excluding the
securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto.  Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder which are
currently in effect.

   Based upon the foregoing, and upon our examination of such questions of law
and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

   1.   The Trust has been duly created and is validly existing in good standing
as a business trust under the Business Trust Act.

   2.   The Preferred Securities will represent valid and, subject to the
qualifications set forth in paragraph 3 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.

   3.   The Preferred Security Holders, as beneficial owners of the Trust,
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Nuevo Financing I
November 22, 1996
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will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Trust Agreement.

   We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement.  In addition, we hereby
consent to the use of our name under the heading "Legal Matters" in the
Prospectus and the Prospectus Supplement. In giving the foregoing consents, we
do not thereby admit that we come within the category of Persons whose consent
is required under Section 7 of the Securities Act of 1933, as amended, or the
rules and regulations of the Securities and Exchange Commission thereunder.
Except as stated above, without our prior written consent, this opinion may not
be furnished or quoted to, or relied upon by, any other Person for any purpose.

                       Very truly yours,



BJK/SHS/dgw