Exhibit 5


                             DAVIS POLK & WARDWELL
                             450 LEXINGTON AVENUE
                           NEW YORK, NEW YORK 10017
                                 212-450-4000
                               FAX: 212-450-4800

                                                                 August 5, 1999

Murphy Oil Corporation
200 Peach Street
P.O. Box 7000
El Dorado, AK 71731-7000

Ladies and Gentlemen:

     You have requested us, as special counsel to Murphy Oil Corporation, to
render our opinion regarding certain matters in connection with the
preparation and filing of a Registration Statement by Murphy Oil Corporation
(the "Company") on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended, with respect to the contemplated issuance
by the Company from time to time of up to $1,000,000,000 aggregate initial
offering price of Common Stock, Preferred Stock (including any Depositary
Shares representing such Preferred Stock), Debt Securities and Warrants
(collectively, the "Securities"). The Debt Securities are to be issued as
senior or subordinated indebtedness of the Company under a senior debt
indenture or a subordinated debt indenture (the "Indentures"). The form of the
Indentures have been filed as exhibits to the Registration Statement.

     We are familiar with the Certificate of Incorporation and the By-laws,
each as amended to date, of the Company and have examined the originals, or
copies certified or otherwise identified to our satisfaction, of corporate
records of the Company, statutes and other instruments and documents as the
basis for the opinion expressed herein.

     Based upon the foregoing, and having regard for such legal considerations
as we have deemed relevant, we are of the opinion that, (1) with respect to
the Common Stock and the Preferred Stock, when the remaining terms are set by
an officer of the Company pursuant to the authority granted such officer by
the Board of Directors of the Company and have been duly issued and delivered
by the Company and duly paid for by the purchasers thereof, (2) with respect
to the Debt Securities, when the remaining terms are set by an officer of the
Company pursuant to the authority granted such officer by the Board of
Directors of the Company, the Indentures have been duly executed and
delivered, and the Debt Securities have been duly issued in accordance with
the provisions of the Indentures and duly paid for by the purchasers thereof,
and (3) with respect to the Warrants, when the remaining terms are set by an
officer of the Company pursuant to the authority granted such officer by the
Board of Directors of the Company, the warrant agreements have been duly
executed and delivered, and the Warrants have been duly issued and delivered
by the Company and duly paid for by the purchasers thereof, (a) the Debt
Securities and the Warrants will constitute valid and binding obligations of
the Company enforceable in accordance with their terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization or
other laws relative to or affecting generally the enforcement of creditor's
rights and by principles of equity, and (b) the Common Stock and the Preferred
Stock will have been validly issued, fully paid and non-assessable.

     In connection with our opinions expressed above, we have assumed that, at
or prior to the time of the delivery of any such Security, the Registration
Statement has been declared effective, that the authorization of the
Securities will be applicable to such Security, will not have been modified or
rescinded and there will not have occurred any change in law affecting the
validity or enforceability of such Security. We have also assumed that none of
the terms of any Security to be established subsequent to the date hereof nor
the issuance and delivery of such Security, nor the





compliance by the Company with the terms of such Security, will violate any
applicable law or will result in a violation of any provision of any
instrument or agreement then binding upon the Company, or any restriction
imposed by any court or governmental body having jurisdiction over the
Company.

     We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York, the federal laws of
the United States of America and the General Corporation Law of the State of
Delaware.

     We hereby consent to the use of this opinion as an exhibit to the
Registration Statement of the Company relating to the Securities and to the
reference to our name in the Prospectus contained therein.


                                               Very truly yours,

                                               /s/ Davis Polk & Wardwell