EXHIBIT 5.1 AND 23.1

The Law Office of Stephen E. Rounds
Stephen E. Rounds, Attorney
1544 York Street, Suite 110
Denver, Colorado 80206

November 25, 2003

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

Re:  Registration Statement on Form S-3
     Pre-Effective Amendment No. 1

Gentlemen:

     U. S. Energy Corp. (the "company") has filed a registration statement with
the Securities and Exchange Commission to register the resale, under section 5
of the Securities Act of 1933, of 1,104,898 shares of common stock, comprised of
202,593 shares now issued and outstanding; up to 296,875 shares of common stock
issuable upon exercise of outstanding options and warrants issued by the
company; up to 450,000 shares of common stock which may be issued on exchange of
outstanding common stock of Rocky Mountain Gas, Inc., a majority-owned
subsidiary of the company; and up to 155,430 shares of common stock which may be
issued on conversion of interest and principal on conversion of debt.

     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.






U.S. Energy Corp.
November 25, 2003
Page -2-


     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.


     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 we
have not undertaken independent verification of the matters covered by this
paragraph, we 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 issued by the company (1) on exercise of the
options and warrants; (2) in exchange for shares of Rocky Mountain Gas, Inc.;
and (3) on conversion of debt, all as described in the subject Form S-3
registration statement, pursuant to the terms and conditions of such options and
warrants, exchange agreements, and debt instruments, as applicable, 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