EXHIBIT 5.1

April 29, 2005

InterOil Corporation
Suite 1000, Brunswick House
44 Chipman Hill
P.O. Box 7289, Postal Station A
Saint John, NB
E2L 2A9

Ladies and Gentlemen:

We have acted as New Brunswick counsel for InterOil Corporation, a New Brunswick
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 proposed to be filed with the Securities and Exchange
Commission on or about April 29, 2005 (the "Registration Statement").

The Registration Statement covers the registration of up to an additional
2,500,000 common shares of the Company (the "Shares"), which are to be issued by
the Company pursuant to, or upon exercise of stock options granted pursuant to,
the Company's Incentive Stock Plan (the "Plan").

We have reviewed the corporate proceedings of the Company with respect to the
authorization of the Plan and the issuance of the Shares thereunder and, in
particular, a resolution of the board of directors of the Company dated February
17, 2003 and June 28, 2004 approving the Plan and an amendment to the Plan,
respectively. We have also examined and relied upon originals or copies of such
agreements, instruments, corporate records, certificates and other documents as
we have deemed necessary or appropriate as a basis for the opinions hereinafter
expressed. In our examination, we have assumed the genuineness of all
signatures, the conformity to the originals of all documents reviewed by us as
copies, the authenticity and completeness of all original documents reviewed by
us in original or copy form and the legal competence of each individual
executing any document.

We further assume that all Shares issued pursuant to the Plan or upon exercise
of options granted or to be granted pursuant to the Plan will be issued and paid
for in accordance with the terms of the Plan.

This opinion is limited solely to New Brunswick law.

Based upon and subject to the foregoing, we are of the opinion that the Shares,
when issued and delivered pursuant to the Plan or upon the exercise of options
duly granted pursuant to the Plan and against the payment of the purchase price
or exercise price therefor as provided in the Plan and the instrument evidencing
the relevant grant, will be duly authorized, validly issued, fully paid and
nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 by the Company to effect registration of the
Shares issued and sold pursuant to the Plan under the Securities Act of 1933, as
amended.

Very truly yours,


/s/ STEWART MCKELVEY STIRLING SCALES