EXHIBIT 5.1

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










[LETTERHEAD OF DILL DILL CARR STONBRAKER & HUTCHINGS]
                                                             CHRISTOPHER W. CARR
                                                                  DANIEL W. CARR
                                                                  JOHN J. COATES
                                                                 KEVIN M. COATES
                                                                    H. ALAN DILL
                                                                  ROBERT A. DILL
455 SHERMAN STREET, SUITE 300                                     THOMAS M. DUNN
DENVER, COLORADO 80203                                         JOHN A. HUTCHINGS
PHONE: 303-777-3737                                               STEPHEN M. LEE
FAX: 303-777-3823                                              FAY M. MATSUKAGE*
                                                             ROBERT S. McCORMACK
                                                                BRUCE D. PRINGLE
                                                             DEAN M. SMURTHWAITE
                                                                  ADAM P. STAPEN
                                                                  JON STONBRAKER
DILL DILL CARR STONBRAKER & HUTCHINGS, P.C.                    PATRICK D. TOOLEY
                                                        *Also licensed in Nevada


April 16, 2007

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 April 16, 2007, covering the registration under
the Securities Act of 1933, as amended, of 2,000,000 shares of Common Stock held
by selling security holders, 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 shares of Common Stock of the Company to be registered for resale
         by the selling security holders have been 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.