Magnum Hunter Resources, Inc.
600 East Las Colinas Blvd. o Suite 1100 o Irving, TX 75039
o (972) 401-0752 o Fax (972) 401-3110
Mailing Address: P.O. Box 140908 o Irving, TX 75014-0908
An American Stock Exchange Company o "MHR"
August 25, 2000
Magnum Hunter Resources, Inc.
600 E. Las Colinas Blvd., Suite 1100
Irving, Texas 75039
Re: S-8 Registration Statement
Gentlemen:
I have examined the form of Registration Statement, No. 333- ____, which
you have filed on August 25, 2000 with the Securities and Exchange Commission,
on Form S-8 (the "Registration Statement"), in connection with the registration
under the Securities Act of 1933, as amended, of an aggregate of 1,512,900
shares of your Common Stock (the "Stock") to be issued upon exercise of options
pursuant to various employees stock option agreements (the "Agreements").
In rendering the following opinion, I have examined and relied only upon
the documents, and certificates of officers and directors of the Company as are
specifically described below. In my examination, I have assumed the genuineness
of all signatures, the authenticity, accuracy and completeness of the documents
submitted to me as originals, and the conformity with the original documents of
all documents submitted to me as copies. My examination was limited to the
following documents and no others:
1.Certificate of Incorporation of the Company, as amended to date;
2.Bylaws of the Company, as amended to date;
3.Certified Resolutions adopted by the Board of Directors of the Company
authorizing the Agreements and the issuance of the Stock under the Agreements;
4.The Registration Statement; and
5.The form of the Agreements.
I have not undertaken, nor do I intend to undertake, any independent
investigation beyond such documents and records, or to verify the adequacy of
accuracy of such documents and records.
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Based on the foregoing, it is my opinion that the Stock to be sold under
the Registration Statement to the employees when issued under the Agreements
will be duly and validly authorized, fully paid and non-assessable.
I consent to the filing of this opinion as an exhibit to any filing made
with the Securities and Exchange Commission or under any state or other
jurisdiction's securities act for the purpose of registering, qualifying or
establishing eligibility for an exemption from registration or qualification of
the Stock described in the Registration Statement in connection with the
offering described therein. Other than as provided in the preceding sentence,
this opinion (i) is addressed solely to you, (ii) covers only matters of Nevada
and federal law and nothing in this opinion shall be deemed to imply any opinion
related to the laws of any other jurisdiction, (iii) may not be quoted or
reproduced or delivered by you to any other person, and (iv) may not be relied
upon for any other purpose whatsoever. Nothing herein shall be deemed to relate
to or constitute an opinion concerning any matters not specifically set forth
above.
The information set forth herein is as of the date of this letter. I
disclaim any undertaking to advise you of changes which may be brought to my
attention after the effective date of the Registration Statement.
Very truly yours,
/s/ Morgan F. Johnston
------------------------
Morgan F. Johnston
