Exhibit 5.1

                               HOLLAND & HART LLP
                                  [LETTERHEAD]


                                  May 7, 2001

Board of Directors
Carbon Energy Corporation
1700 Broadway, Suite 1150
Denver, CO 80290


To the Board of Directors:

     As counsel for Carbon Energy Corporation (the "Company"), a Colorado
corporation, we have examined and are familiar with its Articles of
Incorporation, its Bylaws and its various corporate records and procedures
relating to its incorporation. We are also familiar with the procedures taken by
the Board of Directors of the Company to adopt the Carbon Energy Corporation
1999 Stock Option Plan (the "Plan"), effective October 14, 1999. Pursuant to the
Plan, the Company may issue and sell 700,000 shares of its Common Stock (no par
value), subject to possible adjustment, to eligible employees of the Company and
its subsidiaries. We also have examined such other matters and have made such
other inquiries as we deem relevant to our opinions expressed below.

     We are of the opinion that the total 700,000 shares of Common Stock of the
Company, when issued in accordance with the Plan, will be legally issued and
validly outstanding shares of the Common Stock of the Company, fully paid and
non-assessable.

     We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an Exhibit to the Company's Registration Statement on
Form S-8 in connection with the Amendment.


                                        Very truly yours,


                                        Holland & Hart LLP