<PAGE>
[VINSON & ELKINS LETTERHEAD]
November 3, 2000
Forest Oil Corporation
1600 Broadway, Suite 1200
Denver, Colorado 80202-4722
RE: Registration Statement on Form S-4 of Forest Oil Corporation
Ladies and Gentlemen:
We have acted as counsel to Forest Oil Corporation, a New York
corporation ("Forest"), in connection with the preparation of the
registration statement on Form S-4 (the "Registration Statement"), filed with
the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), with respect to the Forest
shares of common stock, par value $0.10 per share (the "Forest Common
Stock"), proposed to be issued in connection with the merger (the "Merger")
of Forest Acquisition I Corporation, a Delaware corporation and a wholly
owned subsidiary of Forest ("Sub"), with and into Forcenergy Inc, a Delaware
corporation ("Forcenergy"), and the subsequent merger of Forcenergy with and
into Forest, upon the terms and subject to the conditions of the Agreement
and Plan of Merger, dated as of July 10, 2000, among Forest, Sub and
Forcenergy, as amended by Amendment No. 1, dated October 16, 2000
(collectively, the "Merger Agreement").
We have examined originals or copies, certified or otherwise, identified to
our satisfaction, of the Restated Certificate of Incorporation and Restated
Bylaws of Forest, each as amended to the date hereof, and such other
certificates, statutes and other instruments and documents as we considered
appropriate for purposes of the opinions hereafter expressed.
In connection with this opinion, we have assumed that (i) the Registration
Statement, and any amendment thereto (including post-effective amendments), will
have become effective under the Act, (ii) the requisite vote by Forest
shareholders is obtained regarding the issuance of the Forest Common Stock and
approval of the other transactions contemplated by the Merger Agreement, (iii)
the requisite vote by Forcenergy stockholders is obtained regarding adoption of
the Merger Agreement, and (iv) the proper filing of the Certificates of Merger
with the Secretary of State of the State of Delaware and with the Secretary of
State of the State of New York.
Based on the foregoing, we are of the opinion that:
<PAGE>
Page 2
November 3, 2000
1. Forest has been duly incorporated and is validly existing and in good
standing under the laws of the State of New York.
2. The Forest Common Stock being registered under the Registration
Statement, when issued in connection with the Merger as contemplated by the
Merger Agreement, will be, duly authorized, validly issued, fully paid and
non-assessable.
The forgoing opinions are limited in all respects to the federal laws of
the United States, the laws of the State of New York and the laws of the State
of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Registration Statement. By giving such consent, we do not
admit that we are within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission issued
thereunder.
Very truly yours,
/s/ VINSON & ELKINS L.L.P.
VINSON & ELKINS L.L.P.
