Exhibit 5.1
Holme Roberts & Owen LLP
1700 Lincoln Street
Suite 4100
Denver, CO 80203
December 29, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir or Madam:
Holme Roberts & Owen LLP has acted as counsel to Key Production Company, Inc.
in connection with the preparation and filing of its registration statement
on Form S-8 under the Securities Act of 1933, as amended (the "Act"), covering
214,000 shares of its Common Stock which may be acquired through
participation in the benefit plans identified in the registration statement.
As special 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 Common Stock, when sold and delivered by Key Production pursuant to
the benefit plans as described in this Form S-8, will be legally issued, fully
paid, and non-assessable.
We consent to the filing of this opinion with the Securities and Exchange
Commission (the "Commission") as an exhibit to this Form S-8. 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 matters other that those expressly set forth
in this letter.
Very truly yours,
HOLME ROBERTS & OWEN LLP
By: /s/ Nick Nimmo
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Nick Nimmo
