<PAGE>
EXHIBIT 5
October 10, 2000
Board of Directors
Credo Petroleum Corporation
1801 Broadway, Suite 900
Denver, Colorado 80202
Re: Sale of Common Stock
Pursuant to Registration
Statement on Form S-8
Covering Credo Petroleum
Corporation 1997 Stock
Option Plan
Ladies and Gentlemen:
We have acted as counsel to Credo Petroleum Corporation, a
Colorado corporation, (the Company') in connection with the
registration pursuant to a Registration Statement on Form S-8
(the Registration Statement') of 416,667 shares of the Company's
common stock, par value $.10 per share (the Common Stock'),
issuable upon exercise of options or awards that have been or may
be granted under the Credo Petroleum Corporation 1997 Stock
Option Plan (the Plan'). The 416,667 shares of Common Stock
being registered under the Registration Statement are referred to
herein as the Shares.' This opinion is delivered to you pursuant
to Item 601 (b)(5) of Regulation S-B under the Securities Act of
1933, as amended.
Subject to the limitations set forth herein, we are of the
opinion that the Shares, when issued and paid for in accordance
with the Plan and any agreement applicable to the Shares, will be
validly issued, fully paid, and non-assessable.
The opinion expressed herein is solely for your benefit and
may not be relied upon in any manner or for any purpose by any
other person and may not be quoted in whole or in part without
our prior written consent.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement on Form S-8 relating to the
registration of the Shares, as amended from time to time, as the
attorneys who will pass upon legal matters in connection with the
issuance of the Shares, and to the filing of this opinion as an
exhibit to the aforesaid Registration Statement. In giving this
consent, we do not admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act
of 1933, as amended or the rules of the Securities and Exchange
Commission.
Very truly yours,
/s/ DAVIS GRAHAM & STUBBS LLP
