[Letterhead of Southwestern Energy Company]









February 21, 1997



Southwestern Energy Company
1083 Sain Street
Fayetteville, Arkansas  72703

Ladies and Gentlemen:

           I am attorney and Assistant Secretary of Southwestern 
Energy Company, an Arkansas corporation (the "Company"), and as 
such have acted as the Company's advisor in connection with the
preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the
"Securities Act"), of a Registration Statement on Form S-3
(No.33- 63895) (as amended when it became effective, the
"Registration Statement") and the related prospectus (the
"Prospectus"), as supplemented by the prospectus supplement dated
February 21, 1997 (the "Prospectus Supplement"), relating to the
offering from time to time of the Company's debt securities up to
an aggregate initial public offering or purchase price of U.S.
$250,000,000 in accordance with Rule 415 under the Securities
Act, and the offering from time to time of up to $125,000,000
aggregate principal amount of the Company's Medium-Term Notes
(the "Notes"), represented by one or more global securities
(collectively, the "Global Security"), to be issued under an
indenture dated as of December 1, 1995 (the "Indenture") between
the Company and The First National Bank of Chicago, as trustee
(the "Trustee").

           I have participated in the preparation of the
Registration Statement, the Prospectus, the Prospectus
Supplement, the Indenture and the Global Security and have
reviewed the originals or copies certified or otherwise
identified to my satisfaction of all such corporate records of
the Company and such other instruments and other certificates of
public officials, officers and representatives of the Company and
such other persons, and I have made such investigations of law,
as I have deemed appropriate as a basis for the opinions
expressed below. In rendering the opinions expressed below, I
have assumed the authenticity of all documents submitted to me as
originals and the conformity to the originals of all documents
submitted to me as copies.








Southwestern Energy Company, p. 2



           Based on the foregoing, it is my opinion that:

           1. The execution and delivery by the Company of the
Indenture have been duly authorized by all necessary corporate
action of the Company and the Indenture has been duly executed
and delivered by the Company under the law of the State of
Arkansas, and assuming the due authorization, execution and
delivery of the Indenture by the Trustee, as to which no opinion
is expressed, the Indenture is a legal, valid, binding and
enforceable agreement of the Company.

           2. The execution and delivery by the Company of the
Notes have been duly authorized by all necessary corporate action
of the Company in accordance with the provisions of the
Indenture, and when the Global Security has been duly executed
and delivered by the Company under the law of the State of
Arkansas and authenticated by the Trustee, and the Notes have
been sold as described in the Registration Statement, the
Prospectus and the Prospectus Supplement relating to the Notes,
such Notes will constitute legal, valid, binding and enforceable
obligations of the Company.

           Insofar as the foregoing opinions relate to the
legality, validity, binding effect or enforceability of any
agreement or obligation of the Company, (a) I have assumed that
the Company and each other party to such agreement or obligation
other than the Company has satisfied those legal requirements
that are applicable to it to the extent necessary to make such
agreement or obligation enforceable against it (except that no
such assumption is made as to the Company regarding matters of
the law of the State of Arkansas and the federal law of the
United States of America relating to energy matters) and (b) such
opinions are subject to applicable bankruptcy, insolvency and
similar laws affecting creditors' rights generally and to general
principles of equity (whether considered in a proceeding in
equity or at law).

           In rendering this opinion, I express no opinion other
than as to the law of the State of Arkansas and the federal law
of the United States of America relating to energy matters.



                               Very truly yours,


                                /s/ Jeffrey L. Dangeau
                               ----------------------------
                               Jeffrey L. Dangeau
                               Assistant Secretary
                               Southwestern Energy Company