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                    [LETTERHEAD OF DECHERT PRICE & RHOADS]

                                                            January 29,1997

Board of Directors
Penn Virginia Corporation
One Radnor Corporate Center
Suite 200
100 Matsonford Road
Radnor, PA 19087

Dear Gentlemen:

        We have acted as counsel to Penn Virginia Corporation, a Virginia
corporation (the "Company"), in connection with the filing by the Company of
its Registration Statement (No. 333-19593) on Form S-3 (the "Registration
Statement"), with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Securities Act").

        The Registration Statement relates to the offering of up to 868,258
shares of the Company's common stock, par value $6.25 per share (the "Shares"),
by Interkohle Beteiligungsgesellschaft mbH, a corporation organized under the
laws of the Federal Republic of Germany (the "Selling Shareholder").

        We have examined such records and documents as we have deemed necessary
in order to enable us to express the opinion set forth below.

        In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals and the
conformity to authentic original documents of all documents submitted to us as
copies.

        Upon the basis of the foregoing, we are of the opinion that the Shares
to be sold by the Selling Shareholder pursuant to the Registration Statement
have been duly authorized and validly issued and are fully paid and
nonassessable.

        The opinion expressed herein is rendered solely for your benefit in
connection with the transaction contemplated herein. The opinion expressed
herein may not be used or relied on by any other person, nor may this letter or
any copes thereof be furnished to a third party, filed with a government
agency, quoted, cited or otherwise referred to without our prior written
consent, except as noted below.

        We hereby consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement and to the reference to this opinion letter under
the caption "Legal Matters" in the prospectus forming a part of the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act.

                                Very truly yours,


                             /s/DECHERT PRICE & RHOADS