EXHIBIT 5


                    [C.B. MCDANIEL LETTERHEAD]




                                                     January 7, 1998




Hondo Oil & Gas Company
10375 Richmond Avenue
Suite 900
Houston, Texas   77042


Ladies and Gentlemen:

          At your request, I have examined the Registration 
Statement on Form S-3 proposed to be filed by Hondo Oil & Gas 
Company, a Delaware corporation (the "Company"), in connection with 
the registration under the Securities Act of 1933, as amended, of
shares of Common Stock, $1.00 par value, of the Company to be sold
from time to time by Phillips Petroleum Company ("Phillips").  The
shares of Common Stock to be registered include shares to be issued
to Phillips pursuant to a Stock Purchase Agreement, dated as of
December 23, 1997 (the "Stock Purchase Agreement"), between the
Company and Phillips (the "Initial Shares") and shares issuable
upon exercise of a Warrant, a copy of which is included as an
Exhibit to the Registration Statement (the "Warrant"), to be issued
to Phillips by the Company (the "Warrant Shares").  I am familiar
with the proceedings taken by the Company in connection with the
authorization, issuance and sale of the Initial Shares and the
Warrant Shares.

          I am of the opinion that the Initial Shares have been duly
authorized by all necessary corporate action on the part of the
Company and, upon issuance of, payment for and delivery of the
Initial Shares in accordance with the Stock Purchase Agreement and
the countersigning of the certificate or certificates representing
the Initial Shares by a duly authorized signatory of the registrar
for the Common Stock of the Company, the Initial Shares will be
validly issued, fully paid and nonassessable.  In addition, I am of
the opinion that the Warrant Shares to be issued upon exercise of
the Warrant have been duly authorized by all necessary corporate
action on the part of the Company and, upon issuance of, payment
for and delivery of the Warrant Shares in accordance with the
Warrant and the countersigning of the certificate or certificates
representing the Warrant Shares by a duly authorized signatory of
the registrar of the Common Stock of the Company, the Warrant
Shares will be validly issued, fully paid and nonassessable.  

          I hereby consent to the use of this opinion as an exhibit to
the Registration Statement and to the reference to me under the
heading "Legal Matters" in the Prospectus constituting part of the
Registration Statement.  

                                    Very truly yours,


                                    /s/ C.B. MCDANIEL
                                    C.B. McDaniel