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                                                                   Exhibit 5.1

Board of Directors Union Texas Petroleum Holdings, Inc. Page Two


                                  [LETTERHEAD]


March 15, 1994


Board of Directors
Union Texas Petroleum Holdings, Inc.
1330 Post Oak Boulevard
Houston, Texas   77056

Gentlemen:

              In my capacity as General Counsel, Vice President-Administration
and Secretary of Union Texas Petroleum Holdings, Inc. (the "Company"), I have
acted as counsel in connection with the Company's Registration Statement on
Form S-3 (the "Registration Statement") relating to registration under the
Securities Act of 1933, as amended, of the offering and sale of up to
$200,000,000 principal amount of the Company's Senior Notes due 2004 (the
"Notes") as guaranteed (the "Guarantees") by certain subsidiaries of the
Company (the "Guarantors").

              As the basis for the opinion hereinafter expressed, I have
examined such statutes, regulations, corporate records and documents,
certificates of corporate and public officials and other instruments as I have
deemed necessary or advisable for the purposes of this opinion.  In such
examination, I have assumed the authenticity of all documents submitted to me
as originals and the conformity with the original documents of all documents
submitted to me as copies.

              Based on the foregoing and on such legal considerations as I deem
relevant, I am of the opinion that the Notes and the Guarantees have been duly
and validly authorized by all necessary corporate action by the Company and the
Guarantors, and assuming due execution and delivery of the Indenture and the
qualification 

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Board of Directors Union Texas Petroleum Holdings, Inc. Page Two


thereof under the Trust Indenture Act of 1939, as amended, the due
execution and authentication of the Notes as specified in the Indenture and
delivery of the Notes and the Guarantees against payment therefor, the Notes
and the Guarantees will constitute valid and legally binding obligations of the
Company and the Guarantors, respectively, subject to any applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and other laws of
general applicability relating to or affecting creditors' rights and to general
equitable principles.

              I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of my name under the heading "Legal
Matters" in the Registration Statement.

                                                         Very truly yours,



                                                         Newton W. Wilson, III