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EXHIBIT 5.1
[SOCO LETTERHEAD]
June 10, 1997
Snyder Oil Corporation
777 Main Street, Suite 2500
Fort Worth, Texas 76102
Re: Registration Statements on Form S-3
Registration Nos. 33-54809 and 333-27363
Ladies and Gentlemen:
As Vice President/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
Statements on Form S-3 (Registration Nos. 33-54809 and 333-27363)
(collectively, the "Registration Statement") filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"),
relating to the Company's offering of up to an aggregate of $175,000,000
principal amount of 8?% Senior Subordinated Notes due 2007 of the Company (the
"Notes"). Capitalized terms used and not defined herein have the meanings
respectively ascribed to them in the Prospectus or Prospectus Supplement
(collectively, the "Prospectus") that are included as part of the Registration
Statement.
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 on 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 affecting creditors' rights
generally and by general equitable principles limiting the availability of
specific performance.
2. Upon the due execution and delivery of the Indenture and the
due execution and delivery of the Subsidiary Guarantees in accordance with the
terms and in the manner described in the Registration Statement, each
Subsidiary Guarantee will be validly issued and will constitute the binding
obligation of the Subsidiary Guarantor executing and delivering such Subsidiary
Guarantee, enforceable against such Subsidiary Guarantor in accordance with its
terms, except to the extent that such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar
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Snyder Oil Company
June 10, 1997
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laws affecting creditors' rights generally and by general equitable principles
limiting the availability of specific performance.
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 on 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
Current Report on Form 8-K filed by the Company in connection with the offering
of the Notes, to the incorporation by reference of this opinion into the
Company's Registration Statements on Form S-3 (Registration Nos. 33-54809 and
333-27363) and to the use of my name under the caption "Legal Matters" 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,
/s/ PETER E. LORENZEN
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Peter E. Lorenzen,
Vice President--General Counsel