EXHIBIT 5.1 AND 23.1

Stephen E. Rounds, Attorney
1544 York Street, Suite 110
Denver, Colorado 80220

March 6, 2003

U.S. Energy Corp.
877 North 8th West
Riverton, Wyoming 82501

Re:  Registration Statement on Form S-3

Gentlemen:

     U.S. Energy Corp. (the "company") has filed a registration statement with
the Securities and Exchange Commission to register the resale of up to 882,460
shares of common stock owned (or to be owned on exercise of derivative
securities including convertible debt) by selling security holders, under
section 5 of the Securities Act of 1933. We have acted as counsel to the company
in connection with the preparation and filing of the registration statement.

     Our legal opinion and consent to be named in the registration statement,
are required to be provided in connection with such registration statement, and
are required to be filed as exhibits to the registration statement.

                               DOCUMENTS REVIEWED

     We have examined originals, certified copies or other copies identified to
out satisfaction, of the following:

     1.   Articles of Incorporation of the company.

     2.   Bylaws of the company.

     3.   All exhibits listed in Part II of the registration statement.

     4.   Part I of the registration statement.

     5.   Minutes of proceedings of the company's board of directors to the date
          hereof.

     6.   Other documents as appropriate under the circumstances.







U.S. Energy Corp.
March 6, 2003
Page -2-


     We also have consulted with officers and representatives of the company,
and received such representations and assurances concerning the exhibits
described in paragraph 3 and the registration statement described in paragraph
4, as we have deemed advisable or necessary under the circumstances. Although I
have not undertaken independent verification of the matters covered by this
paragraph, I have no reason to believe that the representations and assurances
received are materially inaccurate or false.





                               OPINION AND CONSENT

     Based on our review of the documents listed above, it is our opinion that
the shares of common stock to be sold by the selling shareholders pursuant to
the registration statement (when effective and subject to its continuing in
effect during such offers and sales) will be duly and validly issued, fully paid
and non-assessable shares of the common stock of the company under the laws of
the state of Wyoming.

     No opinion is expressed, and none shall be inferred, with respect to the
financial statements incorporated by reference into the registration statement.

     We hereby consent to the filing of this opinion as an exhibit to the
registration statement on Form S-3. However, we do not admit that we are in the
category of those persons whose consent is required to be so filed by Section
7(a) of the Securities Act of 1933.



Yours Sincerely,


/s/   Stephen E. Rounds