<PAGE>
EXHIBIT 5.1
[Letterhead of Crowe & Dunlevy]
MICHAEL M. STEWART AT&T MAIL crowedun!stewartm
DIRECT LINE (405) 235-7747 INTERNET [email protected]
DIRECT FAX (405) 272-5238 X.400 /C=us/A=attmail/O=attmail/DDA.ID
=crowedun!stewartm
October 31, 2000
GMX RESOURCES INC.
One Benham Place
9400 N. Broadway, Suite 600
Oklahoma City, OK 73114
Gentlemen:
We have acted as counsel to GMX RESOURCES INC. ("Company") in
connection with the registration under the Securities Act of 1933 as amended
("Act") of up to 2,500,000 Units consisting of one share of common stock and
one redeemable warrant ("Warrant") to purchase one share of common stock
("Units") and 200,000 Underwriters' warrants to acquire Units ("Underwriters'
Warrants") on Form SB-2 ("Registration Statement"). The Units and the
Underwriters' Warrants are referred to herein as the "Securities".
A Registration Statement under the Act with respect to the Securities
is being filed with the Securities and Exchange Commission on or about October
31, 2000.
We have examined and are familiar with originals or copies, the
authenticity of which has been established to our satisfaction, of all such
documents, corporate records and other instruments as we have deemed
necessary to express the opinion hereinafter set forth. Based on the
foregoing, it is our opinion that (i) the authorized but unissued shares of
Common Stock included in the Securities to be issued in the manner described
in the Registration Statement upon issuance thereof in exchange for the
consideration described in the Registration Statement will be validly issued,
fully paid and non-assessable; and (ii) the Warrants and the Underwriters'
Warrants upon issuance in the manner described in the Registration Statement
will be valid and binding obligations of the Company.
We consent to the use of this opinion as an exhibit to the above
mentioned Registration Statement and for the use of our name in such
Registration Statement and the Prospectus included therein under the heading
"Legal Matters".
Respectfully submitted,
CROWE & DUNLEVY,
A Professional Corporation
By: /s/ Michael M. Stewart
---------------------------
Michael M. Stewart
