[FORTUNE LETTERHEAD}
June 16, 2000
Fortune Natural Resources Corporation
515 West Greens Road, Suite 720
Houston, Texas 77067
Re: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
The undersigned, an officer, director, and shareholder of registrant (the
"Company"), has examined the Registration Statement on Form S-3 (the
"Registration Statement") which the company has filed with the Securities and
Exchange Commission in connection with the registration under the Securities Act
of 1933, as amended (the "Act"), of an aggregate of 2,030,463 shares of Common
Stock, $.01 par value ("Common Stock").
In rendering this opinion, I have examined the Company's Certificate of
Incorporation, as amended, the Company's By-Laws, as amended, the minutes of the
proceedings of the Company's board of directors at which resolutions pertaining
to the Common Stock were adopted, the form of warrant certificate to be issued
as part of this transaction, and such other materials as deemed relevant.
Based on the foregoing and in reliance thereon, I am of the opinion that
the Common Stock, as issued, is legally and validly issued, fully paid and
nonassessable.
I hereby consent to the references to, and the inclusion of, this opinion
in the Registration Statement and any amendments thereto.
Very truly yours,
/s/ Dean W. Drulias
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Dean W. Drulias
General Counsel
DWD/mjk
