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                                                    (LOGO)
                                                    SNYDER OIL CORPORATION
                                                    777 Main Street, Suite 2500
                                                    Fort Worth, Texas  76102
                                                    817 / 338-4043


                                  May 3, 1994


Snyder Oil Corporation
777 Main Street, Suite 2500
Fort Worth, Texas  76102

     Re:  Registration Statement on Form S-3
          Registration No. 33-52807

Dear Sirs:

     As Vice President and General Counsel of Snyder Oil Corporation, a
Delaware corporation (the "Company"), I have acted as counsel to the Company in
connection with the preparation and filing of the Company's Registration
Statement on Form S-3 (Registration No.  33-52807) (the "Registration
Statement") filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), relating to the offering by the
Company of (i) up to an aggregate $115,000,000 face amount of Convertible
Subordinated Notes Due 2001 (the "Notes") and (ii) an indeterminate number of
shares of common stock of the Company, par value $.01 per share (the "Common
Stock"), into which the Notes are convertible.  Capitalized terms used and not
defined herein have the meaning set forth in the prospectus (the "Prospectus")
that is included as part of the Registration Statement.

     For purposes of this opinion, I have assumed that the final terms of the
offering of the Notes will be duly authorized by the committee of the Company's
Board of Directors established for such purpose, and that the Indenture will be
executed and delivered and the Notes will be executed, authenticated and
delivered, in the forms heretofor filed as exhibits to the Registration
Statement, with such changes as are necessary to reflect the final terms of the
Notes.

     In connection with the opinions expressed below, I have examined such
documents, corporate records and other writings as I have deemed necessary to
enable me to express the opinions set forth herein.  In such examination I have
assumed the genuineness of all original documents and the conformity to
original documents of all copies submitted to me.

     Based upon the foregoing, it is my opinion that:

     1.   Upon the due execution and delivery of the Indenture and the due
          execution, authentication and delivery of the Notes in accordance
          with the terms and in the manner described in the Registration
          Statement, the Notes will be validly issued and will constitute
          binding obligations of the Company, enforceable against the Company
          in accordance with their terms, except to the extent that such
          enforceability may be limited by bankruptcy, insolvency,
          reorganization, moratorium or similar laws 


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          affecting creditors' rights generally and by general equitable 
          principles limiting the availability of specific enforcement.


     2.   The shares of Common Stock initially issuable on conversion of the
          Notes have been duly authorized and reserved for issuance upon such
          conversion and, when issued upon such conversion in accordance with
          the terms of the Indenture and the Notes, will be validly issued,
          fully paid and nonassessable.


     This opinion is limited to the substantive laws of the States of Texas and
New York, the General Corporation Law of the State of Delaware and the
applicable federal laws of the United States.  I express no opinion as to any
matter other than as expressly set forth above, and no opinion or any other
matter may be inferred herefrom.  This opinion is given as of the date hereof,
and I undertake no, and hereby disclaim any, obligation to advise you of any
change in any matter set forth herein.

     I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the use of my name under the caption "Legal
Opinions" in the Prospectus.  In giving such consent, I do not admit that I
come within the category of persons whose consent is required by Section 7 of
the Act.

                               Very truly yours,



                               Peter E. Lorenzen
                               Vice President
                               and General Counsel