EXHIBIT 5.1

             OPINION OF DILL DILL CARR STONBRAKER & HUTCHINGS, P.C.











                                                                  Daniel W. Carr
                                                                  John J. Coates
                                                                 Kevin M. Coates
                                                                    H. Alan Dill
455 Sherman Street, Suite 300                                     Robert A. Dill
Denver, Colorado 80203                                            Thomas M. Dunn
Phone: 303-777-3737                                            John A. Hutchings
Fax: 303-777-3823                                                 Stephen M. Lee
www.dillanddill.com                                            Fay M. Matsukage*
                                                                  Adam P. Stapen
                                                                  Jon Stonbraker
                                                                 Craig A. Stoner
                                                               Felicity Tompkins
                                                               Patrick D. Tooley
                                                        *Also licensed in Nevada


June 30, 2005



Galaxy Energy Corporation
1331 - 17th Street, Suite 1050
Denver, Colorado 80202

RE:      REGISTRATION STATEMENT ON FORM S-3

Ladies and Gentlemen:

As counsel for your company, we have reviewed your Articles of Incorporation,
Bylaws, and such other corporate records, documents, and proceedings and such
questions of law, as we have deemed relevant for the purpose of this opinion.

We have also examined the Registration Statement of your company on Form S-3,
which is to be transmitted for filing with the Securities and Exchange
Commission (the "Commission") on June 30, 2005, covering the registration under
the Securities Act of 1933, as amended, of the following:

(a)      16,471,410 shares of Common Stock issuable upon conversion of
         outstanding convertible notes; and

(b)      2,020,957 shares of Common Stock issuable upon exercise of warrants

including the exhibits and form of prospectus (the "Prospectus") filed
therewith.

On the basis of such examination, we are of the opinion that:

1.       Galaxy Energy Corporation (the "Company") is a corporation duly
         organized, validly existing, and in good standing under the laws of the
         State of Colorado with all requisite corporate power and authority to
         own, lease, license, and use its properties and assets and to carry on
         the businesses in which it is now engaged.

2.       The Company has an authorized capitalization as set forth in the
         Prospectus.

3.       The shares of Common Stock of the Company to be issued upon conversion
         of the outstanding convertible notes are validly authorized and when
         such notes are




Galaxy Energy Corporation
June 30, 2005
Page 2



         converted in accordance with their terms, the shares of Common Stock so
         issuable upon conversion will be validly issued as fully paid and
         nonassessable shares of Common Stock of the Company.

4.       The shares of Common Stock of the Company to be issued upon the
         exercise of the warrants are validly authorized and when the warrants
         are exercised in accordance with their terms, the shares of Common
         Stock so issuable upon exercise will be validly issued as fully paid
         and nonassessable shares of Common Stock of the Company.

We hereby consent to the use of our name in the Registration Statement and
Prospectus in the section captioned "Legal Matters," and we also consent to the
filing of this opinion as an exhibit thereto. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Commission thereunder.

Very truly yours,

/s/ DILL DILL CARR STONBRAKER & HUTCHINGS, P.C.

Dill Dill Carr Stonbraker & Hutchings, P.C.