<PAGE>
Exhibit 5.1
[Porter & Hedges Letterhead]
July 11, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Post-Effective Amendment No. 2 to Registration Statement No. 333-33127
on Form S-8 for the Midcoast Energy Resources, Inc. 1996 Incentive
Stock Plan and 1997 Non-Employee Director Stock Option Plan
Gentlemen:
We have acted as counsel to Midcoast Energy Resources, Inc., a Texas
corporation (the "Company"), in connection with the preparation for filing with
the Securities and Exchange Commission of Post-Effective Amendment No. 2 to
Registration Statement No. 333-33127 on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended (the "Securities Act"). Post-
Effective Amendment No. 2 relates to the adoption of the Registration Statement
by the Company pursuant to Rule 414 of the Securities Act and to up to 600,000
shares (the "Shares") of the Company's common stock, par value $0.01 per share
("Common Stock"), that may be issued by the Company from time to time under the
Company's 1996 Incentive Stock Plan and 1997 Non-Employee Director Stock Option
Plan (collectively, the "Plans").
We have examined the Plans and such corporate records, documents,
instruments and certificates of the Company, and have reviewed such questions of
law as we have deemed necessary, relevant or appropriate to enable us to render
the opinion expressed herein. In such examination, we have assumed without
independent investigation the authenticity of all documents submitted to us as
originals, the genuineness of all signatures, the legal capacity of all natural
persons, and the conformity of any documents submitted to us as copies to their
respective originals. As to certain questions of fact material to this opinion,
we have relied without independent investigation upon statements or certificates
of public officials and officers of the Company.
Based upon such examination and review, we are of the opinion that the
Shares have been duly and validly authorized and will, upon issuance and
delivery as contemplated by the Plans, be validly issued, fully paid and
nonassessable outstanding shares of Common Stock.
This Firm consents to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ PORTER & HEDGES, L.L.P.
Porter & Hedges, L.L.P.
