EXHIBIT 5.1

                  Cohen Brame & Smith Professional Corporation
                                Attorneys at Law
                         1700 Lincoln Street, Suite 1800
                             Denver, Colorado 80203
                                 (303) 837-8800
                               FAX (303) 894-0475

                                  June 29, 1998

Mark A. Hellerstein, President
St. Mary Land & Exploration Company
1776 Lincoln Street, Suite 1100
Denver, Colorado 80203

         Re: Form S-8 Registration Statement Relating to Shares of
             $.01 Par Value Common Stock

Dear Mr. Hellerstein:

     We have acted as counsel  for St.  Mary Land &  Exploration  Company  ("St.
Mary") in connection with the Form S-8 Registration Statement to be filed by St.
Mary with the Securities and Exchange  Commission  relating to the shares of St.
Mary $.01 par value common stock (the "Common Stock")  issuable  pursuant to the
St. Mary Land &  Exploration  Company  Employee  Stock  Purchase  Plan.  As such
counsel, we have examined and relied upon such records, documents,  certificates
and other  instruments  as in our judgment are necessary or  appropriate to form
the basis for the opinions hereinafter set forth.

     Based upon the foregoing, we are of the opinion that:

     (i)  St. Mary is a corporation  duly  incorporated  and validly existing in
          good standing under the laws of the State of Delaware.

     (ii) The shares of Common Stock  issuable  pursuant to the  Employee  Stock
          Purchase  Plan,  when  issued in  accordance  with the terms set forth
          therein and in the Registration Statement,  will be validly issued and
          outstanding, fully paid and nonassessable.

     We consent to the filing of this opinion as an Exhibit to the Registration.

                               Very truly yours,

                               /s/ COHEN BRAME & SMITH PROFESSIONAL CORPORATION

                               Cohen Brame & Smith Professional Corporation



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