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EXHIBIT 5.1
Baker & Hostetler LLP
65 East State Street
Suite 2100
Columbus, Ohio 43215
November 1, 2000
Benton Oil and Gas Company
6267 Carpinteria Avenue
Suite 200
Carpinteria, California 93013
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), on behalf of Benton Oil and Gas
Company, a Delaware corporation (the "Company"), relating to an aggregate of
2,500,000 shares of the Company's Common Stock, $0.01 par value per share (the
"Common Stock"), to be issued under the Company's 1999 Stock Option Plan (the
"Plan").
As counsel to the Company, we have examined such corporate records and
other documents and such questions of law as we have deemed necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examinations, advise you that in our opinion all necessary corporate proceedings
by the Company have been duly taken to authorize the issuance of the Common
Stock pursuant to the Plan and the shares of Common Stock being registered
pursuant to the Registration Statement, when issued and paid for in accordance
with the terms of the Plan, will be duly authorized, validly issued, fully paid
and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an admission that
we are a person whose consent is required to be filed with the Registration
Statement under the provisions of the Act.
Very truly yours,
/s/ Baker & Hostetler LLP
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