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                       [LETTERHEAD OF KIRKLAND & ELLIS]
                                      
                                                                     EXHIBIT 5.1
                                 June 2, 1998
                                      
                                      
Huntway Refining Company
25129 The Old Road, Suite 322
Newhall, California 91381


     Re:  Huntway Refining Company
          Registration Statement on Form S-8
          ----------------------------------

Ladies and Gentlemen:

     We are acting as special counsel to Huntway Refining Company, a Delaware
corporation (the "Company"), in connection with the proposed registration by
the Company of 5,957,750 shares (the "Shares") of its Common Stock, par value
$.01 per share (the "Common Stock"), pursuant to a Registration Statement on
Form S-8 filed with the Securities and Exchange Commission (the "Commission")
on the date hereof under the Securities Act of 1933, as amended (the "Act")
(the "Registration Statement"). The Shares are issuable by the Company to
certain directors of the Company and employees of the Company and its
subsidiaries pursuant to (i) certain options granted to employees of Huntway
Partners, L.P., the Company's predecessor (the "Partnership"), pursuant to Long
Term Incentive Plan Grant Agreements (the "Predecessor Grant Agreements") and
(ii) the Company's 1998 Stock Incentive Plan (the "Plan").

     In rendering the opinion contained in this letter, we have assumed without
investigation that the information supplied to us by the Company and the
Partnership is accurate and complete.

     Based upon and subject to the foregoing, it is our opinion that each share
of Common Stock registered by means of the Registration Statement, when issued
pursuant to the Predecessor Grant Agreements or the Plan (as applicable), will
be legally issued and, provided the consideration received by the Company for
such share equals or exceeds its par value, fully paid and non-assessable.

     We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.


                                            Very truly yours,

                                            /s/ Kirkland & Ellis
                                            KIRKLAND & ELLIS