EXHIBIT 5.1
[LETTERHEAD OF HOLME ROBERTS & OWEN APPEARS HERE]
September 12, 2000
Key Production Company, Inc.
707 Seventeenth Street, Suite 3300
Denver, Colorado 80202
Attention: Monroe W. Robertson
Gentleman:
Reference is made to the registration statement on Form S-4, filed with
the Securities and Exchange Commission (the "Commission") on September __, 2000
by Key Production Company, Inc., a Delaware corporation (the "Company"), for the
purpose of registering under the Securities Act of 1933, as amended (the "Act"),
_____,000 shares of the Company's common stock, $0.25 par value (the "Common
Stock").
As counsel for the Company, we have examined such documents and reviewed
such questions of law as we have considered necessary or appropriate for the
purpose of this opinion. Based on the foregoing, we are of the opinion that the
shares of the Common Stock to be sold by the Company pursuant to the prospectus
contained in the Registration Statement (the "Prospectus") have been validly
authorized for issuance and, when issued against receipt of the purchase price
described in the Prospectus, will be legally issued, fully paid and
nonassessable.
We consent to the filing of this opinion with the Commission as an exhibit
to the Registration Statement and to the reference to us under the caption,
"Legal Matters" in the Prospectus. In giving this consent, we do not thereby
admit that we are within the category of persons whose consent is required under
Section 7 of the Act or under the rules and regulations of the Commission.
We do not express an opinion on any matter other then those expressly set
forth in this letter
Very truly yours,
Holmes Roberts & Owen LLP
By /s/ Nick Nimmo
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Nick Nimmo, Partner
