EXHIBIT 5.1

                    [LETTERHEAD OF WILLKIE FARR & GALLAGHER]


July 29, 1996

Salton Sea Funding Corporation
Salton Sea Brine Processing L.P.
Salton Sea Power Generation L.P.
Fish Lake Power Company
Vulcan Power Company
CalEnergy Operating Company
Salton Sea Royalty Company
BN Geothermal Inc.
San Felipe Energy Company
Conejo Energy Company
Niguel Energy Company
Vulcan/BN Geothermal Power Company
Leathers, L.P.
Del Ranch, L.P.
Elmore, L.P.
302 South 36th Street, Suite 400
Omaha, Nebraska 68131

Re:  Registration Statement on Form S-4
     (File No. 333-07527)

Ladies & Gentlemen:

Salton Sea Funding Corporation (the "Funding Corporation"), a Delaware
corporation, and Salton Sea Brine Processing L.P., a California Limited
partnership, Salton Sea Power Generation L.P., a California limited partnership,
Fish Lake Power Company, a Delaware corporation, Vulcan Power Company, a Nevada
corporation, CalEnergy Operating Company, a Delaware corporation, Salton Sea
Royalty Company, a Delaware corporation, BN Geothermal Inc., a Delaware
corporation, San Felipe Energy Company, a California corporation, Conejo Energy
Company, a California corporation, Niguel Energy Company, a California
corporation, Vulcan/BN Geothermal Power Company, a Nevada general partnership,
Leathers, L.P., a California limited partnership, Del Ranch, L.P., a California
limited partnership, and Elmore, L.P., a California limited partnership
(together with Salton Sea Brine Processing L.P., Salton Sea Power Generation
L.P., Fish Lake Power Company, Vulcan Power Company, CalEnergy Operating
Company, Salton Sea Royalty Company, BN Geothermal Inc., San Felipe Energy
Company, Conejo Energy Company, Niguel Energy Company, Vulcan/Bn Geothermal
Power Company, Leathers, L.P., and Del Ranch, L.P., the "Guarantors"), have
requested our opinion in connection with various legal matters relating to the
filing of a Registration




    

Statement on Form S-4 (File No. 333-07527) (the "Registration Statement"), under
the Securities Act of 1933, as amended covering the offer to exchange (i) 7.02%
Senior Secured Series D Notes Due May 30, 2000 ("New Series D Securities"), for
an equal principal amount of outstanding 7.02% Senior Secured Series D Notes Due
May 30, 2000 ("Old Series D Securities"), of which $70,000,000 aggregate
principal amount is outstanding, and (ii) 8.30% Senior Secured Series E Bonds
Due May 30, 2011 ("New Series E Securities," and collectively with the New
Series D Securities, "New Securities"), for an equal principal amount of
outstanding 8.30% Senior Secured Series E Bonds Due May 30, 2011 ("Old Series E
Securities," and collectively with the Old Series D Securities, "Old
Securities"), of which $65,000,000 aggregate principal amount is outstanding.
The Old Securities were, and the New Securities are to be, issued under the
Trust Indenture, dated as of July 21, 1995, as supplemented and amended by the
First Supplemental Indenture dated as of October 18, 1995, the Second
Supplemental Indenture dated as of June 20, 1996 (as so supplemented and
amended, the "Indenture"), and the Third Supplemental Indenture, dated as of the
date hereof (the "Third Supplemental Indenture"), each by and between the
Funding Corporation and the Chemical Trust Company of California, as trustee
(the "Trustee"). The exchange will be made pursuant to an exchange offer (the
"Exchange Offer") contemplated by the Registration Statement.

        We have examined copies of such records of the Funding Corporation and
the Guarantors and such other certificates and documents as we have deemed
relevant and necessary for the options hereinafter set forth. In such
examination, we have assumed the genuineness of all signatures, and the
authenticity of all documents submitted to us as originals and the conformity to
authentic originals of all documents submitted to us as certified or reproduced
copies. We have also assumed the legal capacity of all persons executing such
documents and the truth and correctness of any representations or warranties
therein contained. As to various questions of fact material to such opinions, we
have relied upon certificates of officers of the Funding Corporation and the
Guarantors and of public officials.

        Based upon the foregoing, we are of the opinion that:

1.      The Funding Corporation, Fish Lake Power Company, CalEnergy Operating
Company, BN Geothermal Inc., and Salton Sea Royalty are duly formed and validly
existing under the laws of the State of Delaware.

2.      The execution and delivery of the Indenture and the Third Supplemental
Indenture have been duly authorized by the Funding Corporation and the
Guarantors, and the Indenture and the Third Supplemental Indenture together
constitute a valid and binding obligation of the Funding Corporation and the
Guarantors, enforceable against the Funding Corporation and the Guarantors in




    

accordance with the terms thereof, except as enforcement thereof may be limited
by bankruptcy, insolvency, reorganization, fraudulent conveyance and other
similar laws affecting the enforcement of creditors' rights generally and except
as enforcement thereof is subject to general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law).

3.      The New Securities and the guarantees of the New Securities provided by
the Guarantors (the "Guarantees") will, upon the issuance and authentication of
the New Securities and exchange thereof for the Old Securities in the manner
referred to in the Registration Statement, the Indenture and the Third
Supplemental Indenture, constitute valid and binding obligations of the Funding
Corporation and the Guarantors, respectively, enforceable against the Funding
Corporation and the Guarantors, respectively, in accordance with their
respective terms, except as enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, fraudulent conveyance and other similar laws
affecting the enforcement of creditors' rights generally and except as
enforcement thereof is subject to general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law).

        This opinion is limited to the laws of the State of New York, the
General Corporation Law of the State of Delaware and the federal laws of the
United States of the type typically applicable to transactions contemplated by
the Exchange Offer, and we do not express any opinion with respect to the laws
of any other country, state or jurisdiction.

        This letter speaks only as of the date hereof and is limited to present
statutes, regulations and administrative and judicial interpretations. We
undertake no responsibility to update or supplement this letter after the date
hereof.

        We consent to being named in the Registration Statement and related
Prospectus as counsel who are passing upon the legality of the New Securities
and the Guarantees for the Funding Corporation and for the Guarantors,
respectively, and to the reference to our name under the caption "Legal Matters"
in such Prospectus. We also consent to your filing copies of this opinion as an
exhibit to the Registration Statement or any amendment thereto.

Very truly yours,

/s/ Willkie Farr & Gallagher