Exhibit 5.1



                                               August 9, 1996


Snyder Oil Corporation
777 Main Street, Suite 2500
Fort Worth, Texas  76102

          Re:   Registration Statement on Form S-3

Dear Sirs:

As Vice  President  and General  Counsel of Snyder Oil  Corporation,  a Delaware
corporation  (the  "Company"),  I  have  acted  as  counsel  to the  Company  in
connection  with  the  preparation  and  filing  of the  Company's  Registration
Statement on Form S-3 (the  "Registration  Statement") filed with the Securities
and  Exchange  Commission  under the  Securities  Act of 1933,  as amended  (the
"Act"),  relating to the offering by the Selling  Stockholders of 399,202 shares
of common  stock of the  Company,  par value  $.01 per  share(collectively,  the
"Common Stock").  Capitalized terms used and not defined herein have the meaning
set forth in the prospectus (the  "Prospectus")  that is included as part of the
Registration Statement.

In connection with the opinion  expressed below, I have examined such documents,
corporate  records and other writings as I have deemed necessary to enable me to
express the opinion set forth  herein.  In such  examination  I have assumed the
genuineness of all original  documents and the conformity to original  documents
of all copies submitted to me.

Based upon the  foregoing,  it is my opinion that upon the effective date of the
Registration  Statement,  the shares of Common  Stock to be sold by the  Selling
Stockholders are validly issued, fully paid and non-assessable.

This  opinion  is  limited to the  substantive  laws of the State of Texas,  the
General Corporation Law of the State of Delaware and the applicable federal laws
of the United  States.  I express  no  opinion  as to any  matter  other than as
expressly  set forth  above,  and no opinion or any other matter may be inferred
herefrom.  This opinion is given as of the date hereof,  and I undertake no, and
hereby  disclaim  any,  obligation to advise you of any change in any matter set
forth herein.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement  and the use of my name  under the  caption  "Legal  Opinions"  in the
Prospectus.  In giving  such  consent,  I do not admit  that I come  within  the
category of persons whose consent is required by Section 7 of the Act.


                                               Very truly yours,


                                               /s/ Peter E. Lorenzen
                                               ---------------------
                                               Peter E. Lorenzen
                                               Vice President
                                               and General Counsel