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                                                                     EXHIBIT 5.1
    
 
            [PRICKETT, JONES, ELLIOTT, KRISTOL & SCHNEE LETTERHEAD]
 
                                October 19, 1998
 
Remington Oil and Gas Corporation
Suite 600
8201 Preston Road
Dallas, Texas 75225-6211
 
     RE: REGISTRATION NO. 333-61513
 
Dear Sirs:
 
     We have acted as special Delaware counsel to Remington Oil and Gas
Corporation, a Delaware corporation (the "Company"), in connection with the
registration under the Securities Act of 1933 (the "Act") of 21,431,791 shares
of Remington Common Stock, par value $0.01 per share (the "Common Stock"),
300,000 warrants to purchase Common Stock (the "Warrants") and 300,000 shares of
Common Stock underlying the Warrants (collectively, the "Securities"), pursuant
to the terms of the Agreement and Plan of Merger, dated June 22, 1998, by and
between the Company and S-Sixteen Holding Company (the "Merger Agreement").
Initially capitalized terms used herein and not otherwise defined are used as
defined in the Merger Agreement.
 
     As your Delaware counsel, we have examined and relied upon originals or
copies, certified or otherwise identified to our satisfaction, of such corporate
records, certificates and other documents, and have conducted such other
investigations of fact and law, as we have considered necessary or appropriate
for purposes of this opinion. 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. With respect
to opinion 2, below, we have also assumed that all of the SSHC Stock, Remington
Class A Stock and Remington Class B Stock (each as defined in the Merger
Agreement) to be converted into Common Stock in the Merger will, immediately
prior to the conversion, be validly issued, fully paid and nonassessable.
 
     Based upon the foregoing and subject thereto, we are of the opinion that,
under Delaware law:
 
          1. The Company is duly incorporated, validly existing and in good
     standing as a Delaware corporation under the laws of the State of Delaware.
 
          2. When (a) the registration statement relating to the Securities (the
     "Registration Statement") has become effective under the Act, (b) the
     stockholders of the Company have approved the Merger Agreement in the
     manner required by the General Corporation Law of the State of Delaware and
     the Merger Agreement, (c) the Certificate of Merger containing the
     Company's Restated Certificate of Incorporation in substantially the form
     attached to the Merger Agreement, which is filed as an exhibit to the
     Registration Statement with respect to the Common Stock, has been duly
     filed with the Secretary of State of the State of Delaware, (d) the shares
     of Common Stock and the Warrants have been issued as contemplated in the
     Registration Statement and, (e) in the case of the shares of Common Stock
     underlying the Warrants, the Warrants have been exercised in the manner
     contemplated in the Registration Statement and the June 22, 1998 Warrant
     Agreement by and between the Company and BBHC Acquisition Co., L.L.C., the
     Securities will be validly issued, fully paid and nonassessable.
 
     The foregoing opinion is limited to the General Corporation Law of the
State of Delaware, and we express no opinion as to the effect of the laws of any
other jurisdiction.
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Remington Oil and Gas Corporation
October 19, 1998
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     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and any amendments thereto and the reference to us under
the heading "Legal Matters" in the Prospectus and Proxy Statement constituting a
part of the Registration Statement. In giving such consent, we do not thereby
admit that we are in the category of person whose consent is required under
Section 7 of the Act. 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,
 
                                /s/ PRICKETT, JONES, ELLIOTT, KRISTOL & SCHNEE
 
JHS/ACI/TAM:dat