COTTON, BLEDSOE, TIGHE & DAWSON
                           A PROFESSIONAL CORPORATION
                                ATTORNEYS AT LAW
                                    SUITE 300
                                500 WEST ILLINOIS
                            MIDLAND, TEXAS 79701-4337
                          P. O. BOX 2776 ZIP 79702-2776
                            TELEPHONE (432) 684-5782
                               FAX (432) 682-3672

                                                                     EXHIBIT 5.1

                                February 10, 2006

Mexco Energy Corporation
214 W. Texas Avenue, Suite 1101
Midland, Texas 79701

      Re:   Registration Statement on Form S-8
            Mexco Energy Corporation 1997 Employee Incentive Stock Plan and
            Mexco Energy Corporation 2004 Incentive Stock Plan

Gentlemen:

      We have acted as counsel for Mexco Energy Corporation, a Colorado
corporation (the "Company") in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of 725,000 shares (the "Shares")
of the common stock, par value $0.50 per share (the "Common Stock") of the
Company reserved for issuance under the Mexco Energy Corporation 1997 Employee
Incentive Stock Plan and Mexco Energy Corporation 2004 Incentive Stock Plan (the
"Plans"). A Registration Statement on Form S-8 (the "Registration Statement")
covering the sale of the Shares was filed under the Act with the Securities and
Exchange Commission (the "Commission").

      In reaching the conclusions expressed in this opinion, we have examined
signed copies of the Registration Statement and all exhibits thereto. We have
also examined and relied upon originals or copies certified to our satisfaction,
of (i) the Articles of Incorporation and Bylaws of the Company, (ii) minutes and
records of the corporate proceedings of the Company with respect to the issuance
of the Shares and related matters, (iii) the Plans, and (iv) such other
agreements and instruments relating to the Company as we have deemed necessary
or appropriate for the purposes of the opinions hereinafter expressed. In
rendering such opinions, we have relied, to the extent we deemed reasonable, on
certificates and certain other information provided to us by officers of the
Company and public officials as to matters of fact of which the maker of such
certificates or the person providing such information had knowledge.
Furthermore, in rendering such opinions we have assumed that the signatures on
all documents examined by us are genuine, that all documents and corporate
record books submitted to us as originals are authentic, accurate and complete,
and that all documents submitted to us as copies are true, correct and complete
copies of the originals thereof. We have also assumed that the approval and
adoption of the 2004 Incentive Stock Plan by the Board of Directors of the
Company constitutes the authorization and reservation of the Shares to be issued
under that Plan.




      Based solely upon the foregoing, subject to the assumptions, limitations
and qualifications set forth herein, and specifically limited in all respects to
the laws of the State of Colorado and the United States of America, we are of
the opinion that the Shares registered pursuant to the Registration Statement
have been duly and validly authorized by the Company, and when paid for, issued
or sold and delivered in accordance with the terms of the Plans such Shares will
be legally issued, fully paid and nonassessable. Please note in this regard that
we are not licensed to practice law in the State of Colorado, but we have
reviewed Section 7-106-205 of the Colorado corporation statutes in connection
with the opinions expressed herein.

      We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission promulgated thereunder.

      This opinion is rendered only to the Company and solely for the benefit of
the Company and the Commission in connection with the registration and the
issuance of the Shares pursuant to the Registration Statement and the Plans,
respectively. This opinion may not be otherwise used, circulated, quoted, relied
upon, or referred to by you or the Commission for any other purpose or by any
other person, firm or corporation for any purpose, without our prior written
consent.

                                         Yours very truly,

                                         COTTON, BLEDSOE, TIGHE & DAWSON

                                         By: /s/ Dan G. LeRoy