EXHIBIT 5.1 AND 23.1

The  Law  Office  of  Stephen  E.  Rounds
Stephen  E.  Rounds,  Attorney
1544  York  Street,  Suite  110
Denver,  Colorado  80206

September  19,  2003

U.S.  Energy  Corp.
877  North  8th  West
Riverton,  Wyoming  82501

Re:     Registration  Statement  on  Form  S-8

Gentlemen:

     U.S.  Energy  Corp. (the "company") has filed a registration statement with
the Securities and Exchange Commission to register the issuance, under section 5
of the Securities Act of 1933, of 3,000,000 shares of common stock upon exercise
of  options  issued  and  to  be issued pursuant to the company's 2001 Incentive
Stock  Option  Plan,  as  amended.

     We  have acted as counsel to the company in connection with the preparation
and  filing  of  the  registration  statement.

     Our  legal  opinion  and consent to be named in the registration statement,
are  required to be provided in connection with such registration statement, and
are  required  to  be  filed  as  exhibits  to  the  registration  statement.

     DOCUMENTS  REVIEWED

     We  have examined originals, certified copies or other copies identified to
our  satisfaction,  of  the  following:

     1.     Articles  of  Incorporation  of  the  company.

     2.     Bylaws  of  the  company.

     3.     All  exhibits  listed  in  Part  II  of  the registration statement.

     4.     Part  I  of  the  registration  statement.

     5.     Minutes of proceedings of  the  company's  board of directors to the
            date  hereof.

     6.     Other  documents  as  appropriate  under  the  circumstances.




U.S.  Energy  Corp.
September  19,  2003
Page  -2-


     We  also  have  consulted with officers and representatives of the company,
and  received  such  representations  and  assurances  concerning  the  exhibits
described  in  paragraph 3 and the registration statement described in paragraph
4,  as  we have deemed advisable or necessary under the circumstances.  Although
we  have  not undertaken independent verification of the matters covered by this
paragraph,  we have no reason to believe that the representations and assurances
received  are  materially  inaccurate  or  false.

     OPINION  AND  CONSENT

     Based  on  our review of the documents listed above, it is our opinion that
the  shares  of  common stock to be issued by the company on exercise of options
granted  pursuant  to the 2001 Incentive Stock Option Plan, as amended, pursuant
to  the  registration statement (when effective and subject to its continuing in
effect  when options are exercised), will be duly and validly issued, fully paid
and  non-assessable  shares of the common stock of the company under the laws of
the  state  of  Wyoming.

     No  opinion  is  expressed, and none shall be inferred, with respect to the
financial  statements incorporated by reference into the registration statement.

     We  hereby  consent  to  the  filing  of  this opinion as an exhibit to the
registration statement on Form S-8.  However, we do not admit that we are in the
category  of  those  persons whose consent is required to be so filed by section
7(a)  of  the  Securities  Act  of  1933.

Yours  Sincerely,


/s/   Stephen  E.  Rounds