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EXHIBIT 5.1
LAW OFFICES
Small, Craig & Werkenthin
A PROFESSIONAL CORPORATION
November 15, 1996
The Exploration Company
500 North Loop 1604 East, Suite 250
San Antonio, Texas 78232
Attention: Mr. James E. Sigmon, President
Gentlemen:
We have acted as counsel for The Exploration Company, a Colorado
corporation (the "Company"), in connection with various legal matters relating
to the Registration Statement on Form S-8 to be filed by the Company with the
Securities and Exchange Commission (the "Commission") with respect to 400,000
shares of Common Stock, $.01 par value per share (the "Common Stock"), of the
Company which may be purchased pursuant to exercise of options or other stock
rights granted pursuant to the Company's 1995 Flexible Incentive Plan (the
"Plan"). We have examined such corporate records, certificates and other
documents and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion and, on the basis of such
examination, advise you that in our opinion the 400,000 shares of Common Stock
to be issued to participants in the Plan will, when issued pursuant to the
terms of the Plan, be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an admission
that we are a person whose consent is required to be filed with the
Registration Statement under the provisions of the Securities Act of 1933.
Very truly yours,
SMALL, CRAIG & WERKENTHIN, P. C.
/s/ M. Frank Russell
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M. Frank Russell
For the Firm