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                                                                    EXHIBIT 5.1

                     [LETTERHEAD OF ANDREWS & KURTH L.L.P.]





                                                             June 15, 1999

Board of Directors
Santa Fe Snyder Corporation
1616 S. Voss, 10th Floor
Houston, Texas 77056

Ladies and Gentlemen:

     We have acted as counsel to Santa Fe Snyder Corporation, a Delaware
corporation (the "Company"), in connection with (i) the preparation and filing
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), of the Registration Statement
on Form S-3 filed by the Company with the Commission on May 11, 1999 (the
"Registration Statement"), for the purpose of registering under the Act, among
other securities, senior debt securities of the Company; and (ii) the
preparation of a prospectus supplement dated June 11, 1999 (the "Prospectus
Supplement") in connection with the issuance of $125,000,000 aggregate
principal amount of 8.05% Senior Notes Due 2004 of the Company (the "Senior
Notes").

     In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement, including the form of prospectus included therein and the documents
incorporated by reference therein, and the Prospectus Supplement, (ii) the
Company's Restated Certificate of Incorporation and By-laws, each as amended to
date, and (iii) the Indenture relating to the Company's senior debt securities,
dated as of June 1, 1999, and the form of First Supplemental Indenture thereto,
to be dated as of June 14, 1999 (collectively, the "Indenture"), between the
Company and The Bank of New York, as trustee. We have also examined originals
or copies, certified or otherwise identified to our satisfaction, of such other
documents, certificates and records as we have deemed necessary or appropriate,
and we have made such investigations of law as we have deemed appropriate, as a
basis for the opinions expressed below.

     In rendering the opinions expressed below, we have assumed and have not
verified (i) the genuineness of the signatures on all documents that we have
examined, (ii) the conformity to the originals of all documents supplied to us
as certified or photostatic or faxed copies, (iii) the authenticity of the
originals of such documents and (iv) as to the forms of all documents in
respect of which forms were filed with the Commission or incorporated by
reference as exhibits to the Registration Statement, the conformity in all
material respects of such documents to the forms



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Santa Fe Snyder Corporation
June 15, 1999
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thereof that we have examined. In conducting our examination of documents
executed by parties other than the Company, we have assumed that such parties
had the power, corporate or other, to enter into and perform all obligations
thereunder and have also assumed the due authorization by all requisite action,
corporate or other, and execution and delivery by such parties of such
documents and that such documents constitute valid and binding obligations of
such parties. We have assumed that the Senior Notes and the Indenture, when
executed, will be executed in substantially the forms reviewed by us. In
addition, we have assumed the receipt by each person to whom a Senior Note is
to be issued (collectively, the "Senior Note Holders") of a certificate for
such Senior Note or of a global certificate by the Depository Trust Company,
acting as agent, and the payment for the Senior Note so acquired, in accordance
with the Registration Statement, and that the Senior Notes are issued and sold
to the Senior Note Holders in accordance with the Registration Statement. As to
any facts material to the opinions expressed herein which were not
independently established or verified, we have relied upon oral or written
statements and representations of officers, trustees and other representatives
of the Company and others. We have further assumed that the Registration
Statement and any amendments thereto (including post-effective amendments) have
become effective.

     Based upon and subject to the foregoing and to other qualifications and
limitations set forth herein, we are of the opinion that when (i) the Indenture
has been duly qualified under the Trust Indenture Act of 1939, as amended, and
has been duly executed and delivered, and (ii) the Senior Notes have been duly
executed, authenticated, issued and delivered in accordance with the Indenture
and delivered and paid for as contemplated by the Registration Statement:

           (A)   the Indenture will be a valid and legally binding instrument
                 of the Company, and

           (B)   the Senior Notes will be legally issued and will constitute
                 valid and legally binding obligations of the Company.

     The opinion expressed above with respect to the legally binding effect of
the Indenture and the Senior Notes is subject, as to enforceability, to
applicable bankruptcy, reorganization, insolvency, fraudulent transfer,
moratorium and other laws affecting creditors' rights generally from time to
time and to general principles of equity, (regardless of whether considered in
a proceeding in equity or at law); commercial reasonableness and
unconscionability and an implied covenant of good faith and fair dealing; the
power of the courts to award damages in lieu of equitable remedies; and the
limitations imposed by rights to indemnification and contribution thereunder
may be limited by Federal or state securities laws or public policy underlying
such laws on any right to indemnification or contribution contained in the
Indenture and the Senior Notes.



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Santa Fe Snyder Corporation
June 15, 1999
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     We express no opinion other than as to the federal laws of the United
States of America to the extent specifically referred to herein, the laws of
the State of New York and the Delaware General Corporation Law (without regard
to the decisional case law of Delaware). We hereby consent to the reference to
us under the caption "Legal Opinions" in the Prospectus dated June 4, 1999 and
under the caption "Legal Matters" in the Prospectus Supplement dated June 11,
1999 which form a part of the Registration Statement. 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, as amended,
or under the rules and regulations of the Commission relating thereto.


                                               Very truly yours,

                                               /s/ Andrews & Kurth L.L.P.




1198/1173/2677/2716