EXHIBIT 5

      Opinion Regarding Legality by Holme Roberts & Owen LLP

             [Letterhead of Holme Roberts & Owen LLP]

March 25, 1997

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

Re:   Mason Oil Company, Inc.
      Form S-8 Registration Statement
      Consulting Fee Agreement

Ladies and Gentlemen:

This firm has acted as counsel to Mason Oil Company, Inc. (the "Company") in
connection with the preparation and filing of its registration statement on
Form S-8 under the Securities Act of 1933, as amended, covering the issuance
of an aggregate of 1,050,0000 shares of common stock, $0.001 par value per
share of the Company (the "Common Stock") pursuant to the Consulting Fee
Agreement (the "Plan").

We have examined the Company's Articles of Incorporation and bylaws and the
record of its corporate proceedings with respect to the registration statement
and have made such other investigation as we have deemed necessary in order to
express the following opinion.

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

1.     The Company has been duly incorporated and is validly existing and in
good standing as a corporation under the laws of the State of Utah.

2.     The Common Stock, when issued as contemplated by the Plan and the
registration statement, and when the services to be rendered in consideration
therefor have been rendered, will be legally issued, fully paid and
nonassessable.

We hereby consent to all references to this firm in the registration statement
and all amendments to the registration statement.  We further consent to the
use of this opinion as an exhibit to the registration statement.

Very truly yours,

Holme Roberts & Owen LLP


By   /s/ P. Christian Anderson    
   --------------------------------
        P. Christian Anderson, Esq.






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