1

                                                                    Exhibit 5.1


                                February 12, 1998



HS Resources, Inc.
One Maritime Plaza, 15th Floor
San Francisco, California  94111


        Re:     Shelf Registration Statement on Form S-3 Relating 
                to 1,200,000 Shares of Common Stock                

Ladies and Gentlemen:

        We have acted as counsel for HS Resources, Inc., a Delaware corporation
(the "Company"), in connection with the preparation of a Registration Statement
on Form S-3 (the "Registration Statement") filed by the Company with the
Securities and Exchange Commission.  The Registration Statement relates to the
registration under the Securities Act of 1933, as amended (the "1933 Act"), of
1,200,000 shares of the Company's common stock, par value $.001 per share (the
"Shares"), offered for the account of a certain stockholder of the Company.

        This opinion is delivered pursuant to the requirements of Item
601(b)(5) of Regulation S-K under the 1933 Act.

        We have examined certain documents, corporate records and other
instruments and relied on originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records and other
instruments, have made such inquiries as to questions of fact of officers and
representatives of the Company, and have made such examinations of law as we
have deemed necessary or appropriate for purposes of giving the opinion
expressed below.  In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with the originals of all documents submitted to us as copies.

   2

HS Resources, Inc.
February 12, 1998
Page 2


        The following opinion is limited solely to the applicable General
Corporation Law of the State of Delaware.  While we are not licensed to practice
in the State of Delaware, we have reviewed applicable provisions of the General
Corporation Law of Delaware as we have deemed appropriate in connection with the
provisions expressed herein.  Except as described, we have neither examined nor
do we express any opinion with respect to Delaware law.

        Based upon and subject to the foregoing, we are of the opinion that the
Shares are duly and validly authorized, validly issued, fully paid and
non-assessable shares of capital stock of the Company.


        We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement.  We also consent to the reference to
this firm under the heading "Validity of Securities" in the Prospectus included
in the Registration Statement as the counsel who will pass upon the validity of
the Shares.  In giving this consent, we do not thereby admit that we are in
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules of the Securities and Exchange Commission
thereunder.



                                        Very truly yours,

                                        /s/ Davis, Graham & Stubbs LLP

                                        DAVIS, GRAHAM & STUBBS LLP