Exhibit 5.1
                                  May 6, 1996

Sheffield Exploration Company, Inc.
1801 Broadway, Suite 600
Denver, CO 80202

Gentlemen:

         Reference is made to the registration statement on Form S-4, filed with
the Securities and Exchange Commission (the "Commission") on May 6, 1996 by
Sheffield Exploration Company, Inc., a Delaware corporation (the "Company"), for
the purpose of registering under the Securities Act of 1933, as amended (the
Act"), 20,574,857 shares of the Company's common stock, $0.01 par value (the
"Common Stock").

         As counsel for the Company, we have examined such documents and
reviewed such questions of law as we have considered necessary or appropriate
for the purpose of this opinion.  Based on the foregoing, we are of the opinion
that the shares of the Common Stock to be sold by the Company pursuant to the
prospectus contained in the Registration Statement (the "Prospectus") have been
validly authorized for issuance and, when issued, will be legally issued, fully
paid and nonassessable.

         We consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the reference to us under the
caption "Legal Matters" in the Prospectus.  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 Act or under the rules and regulations of the
Commission.

         We do not express an opinion on any matters other than those expressly
set forth in this letter.

                             Very truly yours,

                             Davis, Graham & Stubbs LLP