EXHIBIT 5
(Vastar Logo)
Vastar Resources, Inc.                 Legal and Government Relations Department
15375 Memorial Drive
Houston, Texas 77079
(281) 584-6027
(281) 584-3492 Fax

Albert D. Hoppe
Vice President, General Counsel and Secretary

December __, 1999

Board of Directors
Vastar Resources, Inc.
15375 Memorial Drive
Houston, Texas  77079

                              OPINION OF COUNSEL

I am Vice President, General Counsel and Secretary of Vastar Resources, Inc.
(the "Company") and have acted as counsel for the Company in connection with its
Registration Statement on Form S-8 (the "Registration Statement") relating to
the registration under the Securities Act of 1933, as amended, of 438,852 shares
of the Company's common stock, $0.01 par value (the "Common Stock") (this number
includes 33,746, 95,343 and 49,763 shares of Common Stock that were registered
in connection with the Vastar Resources, Inc. Savings Plan, the Vastar
Resources, Inc. Savings Plan II and the Vastar Resources, Inc. Capital
Accumulation Plan, respectively, on Registration Statement Nos. 33-80846,
33-80844 and 33-80848, respectively, that are carried forward to and deemed
covered by the Registration Statement) issuable pursuant to the Vastar
Resources, Inc. Capital Accumulation Plan, as amended to date and formerly
called the Vastar Resources, Inc. Capital Accumulation Plan II (the "Plan").

As the basis for the opinion hereinafter expressed, I have examined such
statutes, regulations, records and documents, certificates of corporate and
public officials and other instruments as I have deemed necessary or
advisable for the purposes of this opinion.  In such examination, I have
assumed the authenticity of all documents submitted to me as originals and
the conformity with the original documents of all documents submitted to me
as copies.

Based on the foregoing, certain consultations with officers, employees and
agents of the Company and on such legal considerations as I deem relevant, I
am of the opinion that the shares of Common Stock to be issued by the Company
pursuant to the Plan, when issued in accordance with the terms of the Plan,
will be validly issued, fully paid and nonassessable.

I am a member of the Bars of the States of Colorado, Missouri and Texas and I am
familiar with the general corporation law of the State of Delaware and the
federal laws of the United States, insofar as necessary for purposes of
rendering this opinion. I hereby consent to the use of this opinion as an
exhibit to the Registration Statement.

                                           Very truly yours,

                                           /s/  Albert D. Hoppe