Axelrod, Smith & Kirshbaum
        An Association of Professional Corporations
               ATTORNEYS AT LAW
          5300 Memorial Drive, Suite 700         
            Houston, Texas 77007-8292            
        
            Telephone (713) 861-1996
            Facsimile (713) 552-0202

             Robert D. Axelrod, P.C.
        
                 June 5, 1997
        
        
        
        Kent Watts
        HYPERDYNAMICS CORPORATION
        5444 Westheimer, Ste. 2080
        Houston, Texas 77056
        
        Dear Mr. Watts:
        
            As counsel for HyperDynamics Corporation, a Delaware corporation
        ("Company"), and in connection with the issuance of a total of 
        1,620,000 shares of the Company's $.001 par value common stock 
        pursuant to a plan you have designated as the Stock Option Plan, you 
        have requested our firm to render this opinion in connection with the 
        Registration Statement to be filed by the Company on Form S-8.
        
            We are familiar with the Registration Statement and the 
        registration contemplated thereby.  In giving this opinion, we have 
        reviewed the Registration Statement and such other documents and 
        certificates of public officials and of officers of the Company with 
        respect to the accuracy of the factual matters contained therein as we 
        have felt necessary or appropriate in order to render the opinions 
        expressed herein.  In making our examination, we have assumed the 
        genuineness of all signatures, the authenticity of all documents
        presented to us as originals, the conformity to original documents of 
        all documents presented to us as copies thereof, and the authenticity of
        the original documents from which any such copies were made, which 
        assumptions we have not independently verified.
        
            Based upon the foregoing, we are of the opinion that:
        
            1.   The Company is a corporation duly organized, validly
                 existing and in good standing under the laws of the State of
                 Delaware; and
            
            2.   The shares of Common Stock to be issued are validly
                 authorized and, when issued and delivered, and having been
                 fully paid for, in accordance with the terms of the Consulting
                 Agreement, will be validly issued, fully paid and non-
                 assessable.
        
            We consent to the filing of this opinion as an exhibit to the
        Registration Statement and to the reference in the Registration 
        Statement to Axelrod, Smith, & Kirshbaum under the heading 
        "Exhibits-Opinion; however, this opinion is not to be used, 
        circulated, quoted or otherwise referred to for any other purpose 
        without prior written consent."
        
            This opinion is based upon my knowledge of the law and facts as of
        the date hereof, and I assume no duty to communicate with you with 
        respect to any matter which may hereafter come to my attention.
        
        
                                    Very truly yours,
        
                                    /s/ Axelrod, Smith & Kirschbaum
                                    AXELROD, SMITH & KIRSCHBAUM