EXHIBIT 5


May 5, 1995

Coda Energy, Inc.
5735 Pineland Drive
Suite 300
Dallas, Texas 75231

Gentlemen:

I have acted as counsel to Coda Energy, Inc., a Delaware corporation (the
"Company"), in connection with the preparation of the Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended.  The
Registration Statement relates to the registration of 1,000,000 shares of Common
Stock, par value $.02 per share (the "Common Stock"), of the Company.

In connection therewith, I have examined (i) the Certificate of Incorporation
and the Bylaws of the Company, each as amended; (ii) minutes and records of the
corporate proceedings of the Company with respect to the employee benefit plan
under which the shares to be registered are to be issued or purchased; (iii) the
Registration Statement and any and all exhibits thereto; and (iv) such other
documents as I have deemed necessary for the expression of the opinions
contained herein.

In making the foregoing examinations, I have assumed the genuineness of all
signatures and the authenticity of all documents submitted to me as originals,
and the conformity to original documents of all documents submitted to me as
certified or photostatic copies.  As to questions of fact material to this
opinion, where such facts have not been independently established, and as to the
content and form of the Certificate of Incorporation, Bylaws, minutes and
resolutions and other documents I have relied, to the extent I deemed reasonably
appropriate, upon representations or certificates of officers and directors of
the Company, and certificates of governmental officials, without independent
check or verification of their accuracy.

Based upon the foregoing, and having due regard for such legal considerations as
I deem relevant, I am of the opinion that the 1,000,000 shares of Common Stock
of the Company to be offered and sold by the Company pursuant to the Coda
Energy, Inc. 1993 Incentive Stock Option Plan (the "Plan") have been duly
authorized for issuance and, upon issuance in accordance with the terms of the
Plan, will be fully paid and nonassessable.

I hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement and to the reference to
my name under the caption "Legal Opinion" in the Registration Statement, and any
amendment thereto.

Very truly yours,

/s/ Joe Callaway
Joe Callaway
General Counsel