EXHIBIT 5.1
                                May 6, 1998


Snyder Oil Corporation
777 Main Street
Fort Worth, Texas  76102

     Re:  Registration Statements on Form S-3
          Debt Securities
          Preferred Stock, par value $.01 per share
          Depositary Shares
          Common Stock, par value $.01 per share
          Warrants

Ladies and Gentlemen:

     As Vice President 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 theSecurities Act of 1933, as
amended (the "Securities Act"), relating to the Company's offer and sale
from time to time pursuant to Rule 415 under theSecurities Act of the
following securities for an aggregate initial offering price not to exceed
$300,000,000: (i) debt securities of the Company ("Debt Securities"); (ii)
shares of preferred stock, par value $.01 per share, of the Company
("Preferred Stock"); (iii) depositary shares representing fractional
interests in Preferred Stock ("Depositary Shares"); (iv) shares of common
stock, par value $.01 per share, of the Company ("Common Stock"); and (v)
warrants to purchase Debt Securities, Preferred Stock or Common Stock (the
"Warrants", and, together with the Debt Securities, Preferred Stock, the
Depositary Shares and Common Stock, the "Securities").  Capitalized terms used
and not defined herein have the meanings respectively ascribed to them in the
Prospectus or Prospectus Supplement (collectively, the  "Prospectus") that are
included as part of the Registration Statement.

     In connection with the opinions expressed below, I have examined such
documents, corporate records and other writings as I have deemed necessary to
enable me to express the opinions 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 on the foregoing, it is my opinion that:

     1.  With respect to Debt Securities to be issued under the Indenture,
when (A) the Indenture has been duly authorized and validly executed and
delivered by the Company to the trustee, (B) the Indenture has been duly
qualified under the Trust Indenture Act of 1939, as amended, (C) the Board has
taken all necessary corporate action to approve the issuance and terms of such
Debt Securities, the terms of the offering thereof and related matters, and
(D) such Debt Securities have been duly executed, authenticated, issued and
delivered in accordance with the provisions of the Indenture and the
applicable definitive purchase, underwriting or similar agreement approved by
the Board upon payment of the consideration therefor provided for therein,
such Debt Securities will be legally issued and will constitute valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms, except as such enforcement is subject to any
applicable bankruptcy, insolvency, reorganization or other law relating to or
affecting creditors' rights generally and general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

     2.  With respect to shares of Preferred Stock, when both (A) the Board
has taken all necessary corporate action to approve the issuance and terms of
the shares of Preferred Stock, the terms of the offering thereof, and related
matters, including the adoption of a Certificate of Designation relating to
such Preferred Stock (a "Certificate") and the filing of the Certificate with
the Secretary of State of the State of Delaware, and (B) certificates
representing the shares of Preferred Stock have been duly executed,
countersigned, registered and delivered either (i) in accordance with the
applicable definitive purchase, underwriting or similar agreement approved by
the Board upon payment of the consideration therefor (not less than the par
value of the Preferred Stock) provided for therein or (ii) upon conversion or
exercise of any other Security, in accordance with the terms of such Security
or the instrument governing such Security providing for such conversion or
exercise as approved by the Board, for the consideration approved by the Board
(not less than the par value of the Preferred Stock), then the shares of
Preferred Stock will be legally issued, fully paid and non assessable. 

     3.  With respect to Depositary Shares, when (A) the Board has taken all
necessary corporate action to approve the issuance and terms of the Depositary
Shares, the terms of the offering thereof, and related matters, including the
adoption of a Certificate relating to the Preferred Stock underlying such
Depositary Shares and the filing of the Certificate with the Secretary of
State of the State of Delaware, (B) the Depositary Agreement or Agreements
relating to the Depositary Shares and the related Depositary Receipts have
been duly authorized and validly executed and delivered by the Company and the
Depositary appointed by the Company, (C) the shares of Preferred Stock
underlying such Depositary Shares have been deposited with a bank or trust
company (which meets the requirements for the Depositary set forth in the
Registration Statement) under the applicable Depositary Agreements, and (D)
the Depositary Receipts representing the Depositary Shares have been duly
executed, countersigned, registered and delivered in accordance with the
appropriate Depositary Agreement and the applicable definitive purchase,
underwriting or similar agreements approved by the Board upon payment of the
consideration therefore provided for therein, the Depositary Shares will be
legally issued.

     4.  With respect to shares of Common Stock, when both (A) the Board of
Directors of the Company or, to the extent permitted by Section 141(c) of the
General Corporation Law of the State of Delaware, a duly constituted and
acting committee thereof (such Board of Directors or committee being
hereinafter referred to as the "Board") has taken all necessary corporate
action to approve the issuance of and the terms of the offering of the shares
of Common Stock and related matters and (B) certificates representing the
shares of Common Stock have been duly executed, countersigned, registered and
delivered either (i) in accordance with the applicable definitive purchase,
underwriting or similar agreement approved by the Board upon payment of the
consideration therefor (not less than the par value of the Common Stock)
provided for therein) or (ii) upon conversion or exercise of any other
Security, in accordance with the terms of such Security or the instrument
governing such Security providing for such conversion or exercise as approved
by the Board, for the consideration approved by the Board (not less than the
par value of the Common Stock), then the shares of Common Stock will be
legally issued, fully paid and nonassessable.

     5.  With respect to the Warrants, when (A) the Board has taken all
necessary corporate action to approve the creation of and the issuance and
terms of the Warrants, the terms of the offering thereof, and related matters,
(B) the warrant agreement or agreements relating to the Warrants have been
duly authorized and validly executed and delivered by the Company and the
warrant agent appointed by the Company, and (C) the Warrants or certificates
representing the Warrants have been duly executed, countersigned, registered
and delivered in accordance with the appropriate warrant agreement or
agreements and the applicable definitive purchase, underwriting or similar
agreement approved by the Board upon payment of the consideration therefor
provided for therein, the Warrants will be legally issued.

     This opinion is limited to the substantive laws of the States of Texas
and New York, 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 on 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 to the use of my name under the caption "Legal
Matters" in the Prospectus and any Prospectus Supplement.  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 General Counsel