JON D. SAWYER, P.C.
                                Attorneys At Law
Jon D. Sawyer          1401 Seventeenth Street, Suite 460       (303) 295-2355
James P. Beck                   Denver, CO  80202           FAX (303) 295-2370

                                November 13, 1996

Worldwide Petromoly, Inc.
1300 Post Oak Boulevard, 9th Floor
Houston, Texas  77056

     Re:  SEC Registration Statement on Form S-8

Gentlemen:

     We are counsel for Worldwide Petromoly, Inc., a Colorado corporation
(the "Company") in connection with its registration under the Securities Act
of 1933, as amended (the "Act"), of 3,000,000 shares of common stock which may
be issued upon the exercise of options granted under the Company's 1996 Stock
Option Plan through a Registration Statement on Form S-8 as to which this
opinion is a part, to be filed with the Securities and Exchange Commission
(the "Commission").

     In connection with rendering our opinion as set forth below, we have
reviewed and examined originals or copies identified to our satisfaction of
the following:

     (1)  Articles of Incorporation of the Company as filed  with the
Secretary of State of the State of Colorado, as amended.

     (2)  Minute book containing the written deliberations and resolutions
of the Board of Directors and Shareholders of the Company.

     (3)  The Registration Statement.

     (4)  The exhibits to the Registration Statement to be filed with the
Commission.

     We have examined such other documents and records, instruments and
certificates of public officials, officers and representatives of the Company,
and have made such other investigations as we have deemed necessary or
appropriate under the circumstances.

     Based upon the foregoing and in reliance thereon, it is our opinion
that the 3,000,000 shares of the Company's no par value common stock which may
be issued upon the exercise of options under the 1996 Stock Option Plan will,
upon the purchase, receipt of full payment, issuance and delivery in accordance
with the terms of such options, be duly and validly authorized, legally
issued, fully paid and non-assessable.

     We hereby consent to the filing of this opinion as an exhibit to the
referenced Registration Statement on Form S-8.

                                     Very truly yours,

                                     JON D. SAWYER, P.C.

                                     By /s/ Jon D. Sawyer
                                        Jon D. Sawyer