April 19, 2000
St. Mary Land & Exploration Company
1776 Lincoln Street, Suite 1100
Denver, Colorado 80203
Re: St. Mary Land & Exploration Company Stock Option Plan
and St. Mary Land & Exploration Company Incentive Stock
Option Plan (the "Plans")
Gentlemen:
We have acted as counsel to St. Mary Land & Exploration
Company, a Delaware corporation ("St. Mary"), in connection with the filing of a
Registration Statement on Form S-8 (the "Registration Statement") to register
under the Securities Act of 1933, as amended, an additional 950,000 shares of
St. Mary common stock (the "Shares") issuable from time to time upon the
exercise of options ("Options") granted under the Plans.
In that connection, we have examined originals and copies,
certified or otherwise identified to our satisfaction, of the Plans and such
other documents, corporate records and instruments as we have deemed necessary
for the purposes of the opinion expressed below. In giving this opinion, we are
assuming the authenticity of all instruments presented to us as originals, the
conformity with the originals of all instruments presented to us as copies and
the genuineness of all signatures.
Based upon the foregoing, we are of the opinion that the
Shares, when issued upon exercise of the Options granted under the Plans and
upon payment of the option exercise price in accordance with the terms of the
Plans, will be legally issued, fully paid and nonassessable.
We express no opinion concerning the laws of any jurisdiction
other than the laws of the United States and the laws of the State of Delaware.
We do not undertake to advise you of any changes in the opinion expressed herein
resulting from changes in law, changes in facts or any other matters that might
occur or be brought to our attention after the date hereof.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ BALLARD SPAHR ANDREWS & INGERSOLL, LLP
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Ballard Spahr Andrews & Ingersoll, LLP