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EXHIBIT 5.1
[LETTERHEAD OF HOLME ROBERTS & OWEN LLP]
August 22, 2000
Mallon Resources Corporation
999 18th Street, Suite 1700
Denver, CO 80202
Re: Form S-2 Registration Statement
Gentlemen:
This firm has acted as counsel to Mallon Resources Corporation (the
"Company") in connection with the preparation and filing of its registration
statement on Form S-2 (the "Registration Statement") under the Securities Act of
1933, as amended, covering the sale of an aggregate of up to 2,875,000 shares of
the Company's common stock, $.01 par value (the "Common Stock").
We have examined the Company's Restated Articles of Incorporation and
Bylaws and the record of its corporate proceedings with respect to the
Registration Statement and have made such other investigations as we have deemed
necessary in order to express the following opinion.
Based upon the foregoing, we are of the opinion that the Common Stock, when
sold and delivered as contemplated by the Registration Statement, will be
legally issued, fully paid and nonassessable.
We hereby consent to all references to this firm in the Registration
Statement and all amendments to the Registration Statement. We further consent
to the use of this opinion as an exhibit to the Registration Statement.
Very truly yours,
HOLME ROBERTS & OWEN LLP
By /s/ Thomas A. Richardson
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Thomas A. Richardson, Partner
