EXHIBIT 5.2

                        [WOODBURN AND WEDGE LETTERHEAD]


                                January 24, 2003


Westport Resources Corporation
1670 Broadway
Suite 2800
Denver, Colorado 80202-4800

Re:     Registration Statement on Form S-4

Ladies and Gentlemen:

     We have acted as Nevada counsel to Westport Resources Corporation, a Nevada
corporation (the "COMPANY"), in connection with the registration, pursuant to a
registration statement on Form S-4 (as may be amended from time to time, the
"REGISTRATION STATEMENT"), filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "ACT"), of the proposed offer
by the Company to exchange (the "EXCHANGE OFFER") up to $300,000,000 of its
8 1/4% Senior Subordinated Notes Due 2011 issued in a private offering on
December 17, 2002 (the "OLD NOTES") for an equal principal amount of its 8 1/4%
Senior Subordinated Notes Due 2011 to be registered under the Act (the "EXCHANGE
NOTES").  The Old Notes have been, and the Exchange Notes will be, issued
pursuant to that certain Indenture, dated as of November 5, 2001, among the
Company, the subsidiary guarantors from time to time parties thereto and The
Bank of New York, as trustee (the "TRUSTEE") (the "ORIGINAL INDENTURE"), as
supplemented by the First Supplemental Indenture thereto, dated as of December
31, 2001 (the "FIRST SUPPLEMENTAL INDENTURE"), and the Second Supplemental
Indenture thereto, dated as of December 17, 2002 (the "SECOND SUPPLEMENTAL
INDENTURE").  The Original Indenture, as supplemented by the First Supplemental
Indenture and the Second Supplemental Indenture, is referred to herein as the
"INDENTURE."

     We have examined originals or certified copies of such corporate records of
the Company and other certificates and documents of officials of the Company,
public officials and others as we have deemed appropriate for purposes of this
letter.  We have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, the conformity to authentic original
documents of all copies submitted to us as conformed and certified or reproduced
copies.

     Based upon the foregoing and subject to the assumptions, exceptions,
qualifications and limitations set forth hereinafter, we are of the opinion
that:

     1.  The Company is a corporation validly existing and in good standing
         under the laws of the State of Nevada.

     2.  The Company has all power and authority necessary to own its properties
         and conduct its business as described in the Registration Statement.

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January 24, 2003


     3.  The Company had and has, as applicable, all power and authority
         necessary to execute and deliver the Indenture and the Exchange Notes
         and to perform its obligations thereunder.

     4.  The Company has duly authorized, executed and delivered the Indenture.

     5.  The Exchange Notes have been duly authorized by all necessary corporate
         action on the part of the Company and, when executed by the Company,
         properly authenticated and delivered by the Trustee pursuant to the
         Indenture, and exchanged for Old Notes in accordance with the Indenture
         and the Exchange Offer, will be duly issued and delivered by the
         Company.

     The opinions and other matters in this letter are qualified in their
entirety and subject to the following:

     A.  We express no opinion as to the laws of any jurisdiction other than the
         constitution, laws, rules and regulations and judicial and
         administrative decisions of the State of Nevada; provided that we
         express no opinion as to the effect and application of any securities
         or blue-sky laws.

     B.  We are members of the bar of the State of Nevada.

     C.  We disclaim any obligation to update this letter for events occurring
         after the date of this letter, or as a result of knowledge acquired by
         us after that date, including changes in any of the statutory or
         decisional law after the date of this letter.


     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the prospectus forming a
part of the Registration Statement under the caption "Legal Matters."  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 and the rules and
regulations thereunder.  We also consent to your filing copies of this opinion
as an exhibit to the Registration Statement.

                                          Very truly yours,

                                          WOODBURN and WEDGE


                                          By: /s/ GREGG BARNARD, PARTNER
                                             ----------------------------
                                                 Gregg Barnard, Partner