5.0





                                December 10, 2000



PetroCorp Incorporated
6733 South Yale
Tulsa, Oklahoma 74136


Re:  PetroCorp  Incorporated SEC Registration  Statement on Form S-8:  PetroCorp
     Incorporated  (Trading  Symbol "PEX"):  600,000 Shares of PetroCorp  Common
     Stock to be Issued Pursuant to the PetroCorp Incorporated 2000 Stock Option
     Plan.


Ladies and Gentleman:

     I  have  acted  as  counsel  to  PetroCorp  Incorporated  ("PetroCorp")  in
connection with PetroCorp's Registration Statement on Form S-8 being filed on or
about  December  13, 2000 with the  Securities  and  Exchange  Commission  which
respect to the shares of Common Stock (the "Common Stock"),  $0.01 par value, of
PetroCorp,  authorized  for  issuance  under the  PetroCorp  2000  Plan.  I have
reviewed PetroCorp's Registration Statement on Form S-8, PetroCorp's Certificate
of  Incorporation,  PetroCorp's  By-laws,  and  such  corporate  proceedings  of
PetroCorp as I have deemed  appropriate  for purposes of rendering this opinion.
In my opinion, upon issuance of the shares of Common Stock pursuant to the terms
of the PetroCorp 2000 Plan, such shares will be duly and validly  issued,  fully
paid and  non-assessable.  I hereby  consent to the filing of this opinion as an
exhibit to the Registration Statement.



                                                Sincerely,

                                           /s/ Tamara R. Wagman

                                             Tamara R. Wagman