<PAGE> 1
[FULBRIGHT & JAWORSKI L.L.P. LETTERHEAD]
September 29, 2000
The Meridian Resource Corporation
1401 Enclave Parkway, Suite 300
Houston, Texas 77077
Ladies and Gentlemen:
We refer to the shelf Registration Statement on Form S-3
(Registration No. 333-41940), as amended and supplemented (the "Registration
Statement"), filed by The Meridian Resource Corporation, a Texas corporation
(the "Company"), with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, including the prospectus supplements dated
September 28, 2000, and September 29, 2000, relating to the offer and sale by
the Company of 6,021,500 shares of the Company's Common Stock, par value $.01
per share (the "Common Stock").
As counsel to the Company, we have examined such corporate
records, documents and questions of law as we have deemed necessary or
appropriate for the purposes of this opinion. In connection with such
examination, we have assumed the genuineness of signatures and the conformity to
the originals of the documents supplied to us as copies. As to various questions
of fact material to this opinion, we have relied upon statements and
certificates of officers and representatives of the Company.
Upon the basis of such examination, we are of the opinion that the
6,021,500 shares of Common Stock offered by the Company, when issued in
accordance with the Registration Statement, will be legally issued, fully paid
and nonassessable.
We consent to the filing of this opinion by the Company under
cover of Form 8-K, in lieu of Exhibit 5.1 to the Registration Statement, and to
the reference to this firm under the caption "Legal Matters" in the prospectus
incorporated as part of 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 Securities Act
of 1933.
Very truly yours,
Fulbright & Jaworski L.L.P.
