EXHIBIT 5.1

                      [Letterhead of Fennemore Craig, P.C.]

                                 March 15, 2004


Boards of Directors

Giant Industries, Inc.                            San Juan Refining Company
Giant Industries Arizona, Inc.                    Giant Mid-Continent, Inc.
Cinema Production Company                         Giant Pipeline Company
Giant Stop-N-Go of New Mexico, Inc.               Giant Yorktown, Inc.
Giant Four Corners, Inc.                          Giant Yorktown Holding Company
Phoenix Fuel Co., Inc.

23733 North Scottsdale Road
Scottsdale, Arizona 85255

Ladies and Gentlemen:

      We have acted as special counsel to Giant Industries, Inc., a Delaware
corporation (the "Company"), and the Subsidiary Guarantors (defined below) in
connection with the preparation of a registration statement on Form S-3 (the
"Registration Statement") filed with the Securities and Exchange Commission (the
"Commission") relating to the offering from time to time, pursuant to Rule 415
of the General Rules and Regulations of the Commission promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), by the Company of the
following securities of the Company with an aggregate offering price of up to
$300,000,000: (i) debt securities (the "Debt Securities"); (ii) preferred stock
(the "Preferred Stock"); (iii) common stock, $.01 par value per share (the
"Common Stock"); (iv) debt and equity warrants (the "Warrants"); (v) stock
purchase contracts (the "Stock Purchase Contracts"); (vi) stock purchase units
(the "Stock Purchase Units"); and (vii) units (the "Units"). The Debt
Securities, the Preferred Stock, the Common Stock, the Warrants, the Stock
Purchase Contracts, the Stock Purchase Units and the Units are collectively
referred to as the "Securities." The offering of the Securities will be as set
forth in the prospectus contained in the Registration Statement (the
"Prospectus"), as supplemented by one or more supplements to the Prospectus
(each supplement, a "Prospectus Supplement").

      The Debt Securities will be issued pursuant to the terms of an indenture
(the "Indenture") to be entered into among the Company, the subsidiaries of the
Company indicated on the signature pages thereto, as guarantors (the "Subsidiary
Guarantors"), and The Bank of New York, as trustee (the "Trustee"). The Warrants
will be issued under one or more warrant agreements (the "Warrant Agreements")
between the Company and the financial institution to be identified therein as a
warrant agent (each, a "Warrant Agent"). The Stock Purchase Contracts

Board of Directors
March 15, 2004

Page 2

will be issued under one or more purchase contracts among the Company and the
parties identified thereto. The Stock Purchase Units and the Units will be
issued under one or more unit agreements among the Company and the parties
identified thereto.

      In connection with this opinion, we have examined the Registration
Statement and the originals or copies, certified or otherwise identified to our
satisfaction, of such corporate records of the Company and the Subsidiary
Guarantors, certificates of public officials, officers of the Company and the
Subsidiary Guarantors and other persons, and such other documents, agreements,
and instruments as we have deemed necessary as a basis for the opinions set
forth below.

      In such examination and in rendering the opinions set forth below, we have
assumed (i) the legal capacity of all natural persons, (ii) the genuineness of
all signatures, (iii) the authority of all signatories, (iv) the authenticity
and completeness of all documents submitted to us as forms of the documents to
be executed, (v) the conformity to original documents of all documents submitted
to us as certified copies or photocopies, and (vi) that the Securities will be
issued as described in the Registration Statement. As to any facts material to
this opinion which we did not independently establish or verify, we have relied
upon statements or representations of officers and/or other representatives of
the Company, the Subsidiary Guarantors and others, all of which statements and
representations we have assumed to be true and correct in all respects as of the
date hereof.

      We are qualified to practice law in the State of Arizona. We express no
opinion as to, and for the purposes of the opinions set forth herein, we have
conducted no investigation of, and do not purport to be experts on, any laws
other than the laws of the State of Arizona, the General Corporation Law of the
State of Delaware, and, to the extent expressly set forth herein, the federal
laws of the United States. With respect to the Indenture, the Warrant Agreement,
any stock purchase contract and any unit agreement, which are, or we expect will
be, stated to be governed by the laws of the State of New York, we have assumed
that such laws are the same as the laws of the State of Arizona with respect to
the legal nature of the Securities.

      Based upon and subject to the assumptions, limitations, qualifications and
exceptions set forth herein, it is our opinion that:

      1.    When (i) the Indenture and any Debt Securities to be entered into in
connection with the issuance of such Debt Securities have been duly and properly
authorized, (ii) the terms of such Debt Securities have been duly established in
accordance with the Indenture relating to such Debt Securities and are such that
they do not violate any applicable law or result in a default under or breach of
any agreement or restriction imposed by any court or governmental or regulatory
body having jurisdiction over the Company or the Subsidiary Guarantors, and
(iii) such Debt Securities have been duly executed and authenticated by the
Trustee in accordance with the Indenture and duly issued and delivered by the
Company in the manner contemplated in the Registration Statement and any
Prospectus Supplement relating thereto, such Debt Securities

Board of Directors
March 15, 2004

Page 3

(including any Debt Securities duly issued upon exchange or conversion of any
other Securities that are convertible or exchangeable into Debt Securities) will
constitute valid and binding obligations of the Company and each of the
Subsidiary Guarantors, enforceable in accordance with their terms, except to the
extent that the enforceability thereof may be limited by (A) bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent
transfer or other laws relating to creditors' rights generally, and (B) general
principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law), the discretion of the court before which
proceedings may be brought and an implied covenant of good faith and fair
dealing.

      2.    When (i) all corporate action necessary for the issuance of the
Preferred Stock has been taken, including the filing of a certificate of
designation relating thereto with the Secretary of State of the State of
Delaware, (ii) the final terms of the Preferred Stock have been duly established
and approved, and (iii) the shares of Preferred Stock have been duly issued,
delivered and paid for as contemplated by the Registration Statement and any
Prospectus Supplement relating thereto, the Preferred Stock (including any
Preferred Stock issuable upon conversion of or in exchange for any Security or
upon exercise of any Warrant) will be validly issued, fully paid and
non-assessable.

      3.    When (i) all corporate action necessary for the issuance of the
Common Stock has been taken, and (ii) the shares of Common stock have been duly
issued, delivered and paid for as contemplated by the Registration Statement and
any Prospectus Supplement relating thereto, the Common Stock (including any
Common Stock issuable upon conversion of or in exchange for any Security or upon
exercise of any Warrant) will be validly issued, fully paid and non-assessable.

      4.    When (i) the final terms of the Warrants and the Warrant Agreements
have been established and approved, (ii) the issuance, execution and delivery by
the Company of the Warrants and the Warrant Agreements have been duly authorized
by all necessary corporate action, (iii) each Warrant Agreement has been duly
executed and delivered by the Company and duly authorized, executed and
delivered by the applicable Warrant Agent, and (iv) the certificates
representing the Warrants have been duly executed by the Company and
authenticated by the applicable Warrant Agent in accordance with the applicable
Warrant Agreement and delivered and paid for as contemplated by the Registration
Statement and any Prospectus Supplement relating thereto, the Warrant Agreements
and the Warrants will constitute valid and legally binding obligations of the
Company, enforceable against the Company in accordance with the terms, except to
the extent that the enforceability thereof may be limited by (A) bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent
transfer or other laws relating to creditors' rights generally, and (B) general
principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at

Board of Directors
March 15, 2004

Page 4

law), the discretion of the court before which proceedings may be brought and an
implied covenant of good faith and fair dealing.

      5.    When (i) the final terms of the Stock Purchase Contracts have been
established and approved, (ii) the issuance, execution and delivery by the
Company of such Stock Purchase Contracts and any agreements relating thereto
have been duly authorized by all necessary corporate action, (iii) the terms of
such Stock Purchase Contracts have been established so as not to violate any
then applicable law or result in a default under or breach of any agreement or
instrument binding upon the Company and so as to comply with any requirement or
restriction imposed by any court or governmental body having jurisdiction over
the Company, and (iv) such Stock Purchase Contracts and any agreements relating
thereto have been duly executed and delivered by the other parties thereto and
paid for as contemplated by the Registration Statement and any Prospectus
Supplement relating thereto, the Stock Purchase Contracts will be validly issued
and will constitute valid and binding obligations of the Company enforceable
against the Company in accordance with their terms, except to the extent that
the enforceability thereof may be limited by (A) bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium, fraudulent transfer or other
laws relating to creditors' rights generally, and (B) general principles of
equity (regardless of whether such enforcement is considered in a proceeding in
equity or at law), the discretion of the court before which proceedings may be
brought and an implied covenant of good faith and fair dealing.

      6.    When (i) the final terms of the Stock Purchase Units have been
established and approved, (ii) the issuance, execution and delivery by the
Company of such Stock Purchase Units and any agreements relating thereto have
been duly authorized by all necessary corporate action, (iii) the terms of such
Stock Purchase Units have been established so as not to violate any then
applicable law or result in a default under or breach of any agreement or
instrument binding upon the Company and so as to comply with any requirement or
restriction imposed by any court or governmental body having jurisdiction over
the Company, and (iv) such Stock Purchase Units and any agreements relating
thereto have been duly executed and delivered by the other parties thereto and
paid for as contemplated by the Registration Statement and any Prospectus
Supplement relating thereto, the Stock Purchase Units will be validly issued and
will constitute valid and binding obligations of the Company enforceable against
the Company in accordance with their terms, except to the extent that the
enforceability thereof may be limited by (A) bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium, fraudulent transfer or other laws
relating to creditors' rights generally, and (B) general principles of equity
(regardless of whether such enforcement is considered in a proceeding in equity
or at law), the discretion of the court before which proceedings may be brought
and an implied covenant of good faith and fair dealing.

      7.    When (i) the final terms of the Units have been established and
approved, (ii) the issuance, execution and delivery by the Company of such Units
and any agreements relating

Board of Directors
March 15, 2004

Page 5

thereto have been duly authorized by all necessary corporate action, (iii) the
terms of such Units have been established so as not to violate any then
applicable law or result in a default under or breach of any agreement or
instrument binding upon the Company and so as to comply with any requirement or
restriction imposed by any court or governmental body having jurisdiction over
the Company, and (iv) such Units and any agreements relating thereto have been
duly executed and delivered by the other parties thereto and paid for as
contemplated by the Registration Statement and any Prospectus Supplement
relating thereto, the Units will be validly issued and will constitute valid and
binding obligations of the Company enforceable against the Company in accordance
with their terms, except to the extent that the enforceability thereof may be
limited by (A) bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium, fraudulent transfer or other laws relating to creditors' rights
generally, and (B) general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law), the discretion
of the court before which proceedings may be brought and an implied covenant of
good faith and fair dealing.

         This opinion is rendered as of the date hereof, and we undertake no
obligation to update this opinion should it no longer remain accurate by change
in factual circumstances, law, judicial decision or otherwise. We hereby consent
to the filing of this opinion with the Commission as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the heading
"LEGAL MATTERS" in the Prospectus forming a part of the Registration Statement.

                                        Very truly yours,

                                           /s/ Fennemore Craig, P.C.

                                        Fennemore Craig, P.C.