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                      BLACK, MCCUSKEY, SOUERS & ARBAUGH
                       A LEGAL PROFESSIONAL ASSOCIATION
                            1000 UNITED BANK PLAZA
                           220 MARKET AVENUE SOUTH
                           CANTON, OHIO 44702-2116
                                 216-456-8341

                                  TELECOPIER
                                 216-456-5756


                                 June 9, 1995


Belden & Blake Corporation
5200 Stoneham Road
North Canton, Ohio 44720

Gentlemen:

        Reference is made to your Registration Statement on Form S-3 to be
filed with the Securities and Exchange Commission with respect to the proposed
sale of up to 4,025,000 shares (the "Shares") of common stock, without par
value (the "Common Stock") of Belden & Blake Corporation (the "Company").

        We have examined the proceedings taken to organize the Company, its
Articles of Incorporation and Code of Regulations and all amendments to date,
the records of proceedings taken by its shareholders and directors to date and
the applicable provisions of the laws of the State of Ohio under which the
Company was incorporated.

        Based upon the foregoing, and upon the examination of such other
matters as we have deemed necessary in order to express the opinions
hereinafter set forth, we are of the opinion that:

        1.  The Company is a corporation duly organized and in good standing
under the laws of the State of Ohio having an authorized capital stock
consisting of 12,000,000 shares of Common Stock of which 7,106,246 shares are
issued and outstanding, 5,000,000 shares of Class I Serial Preferred Stock,
without par value, of which none is outstanding and 3,000,000 shares of Class
II Serial Preferred Stock, without par value, of which 24,000 shares are
outstanding.

        2.  The Shares to be issued pursuant to said Registration Statement
have been duly authorized and, when issued and sold upon the terms described in
said



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June 9, 1995
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Registration Statement, will have been legally and validly issued and will be
fully paid and nonassessable.

        We consent to the filing of this opinion as an exhibit to said
Registration Statement and to the reference to us in the prospectus included
therein under the caption "Legal Matters." In giving such consent, we do not
admit that we are within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations promulgated thereunder.


                                        Very truly yours,


                                        /s/ Black, McCuskey, Souers & Arbaugh
                                        
                                        BLACK, MCCUSKEY, SOUERS & ARBAUGH