October 22, 1997



Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street
Washington, D.C. 20549

                  Re:  United Refining Company

Gentlemen:

                  We have  acted  as  counsel  to  United  Refining  Company,  a
Pennsylvania  corporation,  and its subsidiaries (the "Company"),  in connection
with the  proposed  exchange  by the  Company  of up to  $200,000,000  aggregate
principal amount 10 3/4% Senior Notes Due 2007 (the "New Notes") in exchange for
its outstanding of its 10 3/4% Senior Notes Due 2007 (the "Original Notes") upon
the terms and conditions set forth in the Company's  Registration  Statement No.
333-35083.

                  We  have  examined  the  originals,  or  copies  certified  or
otherwise  identified  to  our  satisfaction,  of  such  corporate  records  and
documents  relating to the Company and have made such other inquiries of law and
fact as we have  deemed  necessary  or  relevant  as the  basis  of our  opinion
hereinafter expressed.

                  Based on the  foregoing,  we are of the  opinion  that the New
Notes when issued in exchange for the Original  Notes,  in  accordance  with the
terms of the exchange offer  described in the  Registration  Statement,  will be
duly authorized, validly issued and binding obligations of the Company  entitled
to the  benefits  of the  instruments  under which the New Notes will be issued.

                  We hereby  consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to our firm under the caption
"LEGAL MATTERS" in the Prospectus forming a part of the Registration Statement.

                                         Very truly yours,

                                         LOWENTHAL, LANDAU, FISCHER &
                                          BRING, P.C.



                                         By: /s/ Jay Weil
                                             ---------------------
                                             Jay Weil