KRYS BOYLE FREEDMAN & SAWYER, P.C.
                               Attorneys at Law
TELEPHONE                   Suite 2700 South Tower                FACSIMILE
(303) 893-2300              600 Seventeenth Street             (303) 893-2882
                          Denver, Colorado 80202-5427



February 10, 2000



Delta Petroleum Corporation
Suite 3310
555 17th  Street
Denver, Colorado  80202


Dear Board of Directors:

     We have acted as counsel to Delta Petroleum Corporation, a Colorado
corporation (the "Company"), in connection with the preparation and filing
with the Securities and Exchange Commission of a Registration Statement
on Form S-8 (the "Registration Statement"), pursuant to which the Company
is registering under the Securities Act of 1933, as amended, a total of
1,663,438 shares (the "Shares") of its common stock, $.01 par value
(the "Common Stock") for resale to the public.  The Shares are to be sold
by the selling shareholders identified in the Registration
Statement (the "Selling Shareholders").  This opinion is being rendered
in connection with the filing of the Registration Statement.
All capitalized terms used herein and not otherwise defined shall have
the respective meanings given to them in the Registration Statement.

     In connection with this opinion, we have examined the Company's Articles
of Incorporation and Bylaws, both as currently in effect; such other records
of the corporate proceedings of the Company and certificates of the
Company's officers as we have deemed relevant; and the Registration
Statement and the exhibits thereto.

     In our examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.

     Based upon the foregoing and subject to the limitations set forth below,
we are of the opinion that the Shares have been duly and validly authorized
by the Company and will be, when issued in accordance with the Company's
Incentive Plan, duly and validly issued and fully paid and non-assessable.

     Our opinion is limited to the laws of the State of Colorado, and we
express no opinion with respect to the laws of any other jurisdiction.
No opinion is expressed herein with respect to the qualification of the
Shares under the securities or blue sky laws of any state or any foreign
jurisdiction.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.  We hereby further consent to the reference to us
under the caption "Legal Matters" in the prospectus included in the
Registration Statement.

                                Very truly yours,

                                 KRYS BOYLE FREEDMAN & SAWYER, P.C.


                                 By: /s/ Stanley F. Freedman, P.C.
                                      Stanley F. Freedman, P.C.