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EXHIBIT 5.1
[BLACK, MCCUSKEY, SOUERS & ARBAUGH LETTERHEAD]
May 25, 2000
Belden & Blake Corporation
5200 Stoneham Road
North Canton, Ohio 44720
Gentlemen:
Reference is made to your Registration Statement on Form S-8 to be
filed with the Securities and Exchange Commission in connection with the sale of
up to 1,824,195 shares (the "Shares") of common stock, without par value (the
"Common Stock") of Belden & Blake Corporation (the "Company") upon the exercise
of stock options granted and to be granted pursuant to the Belden & Blake
Corporation Nonqualified Stock Option Plan (the "Plan").
We have examined the proceedings taken to organize the Company, its
Articles of Incorporation and Code of Regulations and all amendments to date,
the records of proceedings taken by its shareholders and directors to date,
including proceedings of the Board of Directors and shareholders adopting and
approving the Plan and all amendments thereto.
Based upon the foregoing, and upon the examination of such other
matters as we have deemed necessary in order to express the opinions hereinafter
set forth, we are of the opinion that:
1. The Company is a corporation duly organized and in good standing
under the laws of the State of Ohio having an authorized capital stock
consisting of 58,000,000 shares of Common Stock.
2. The Company has full right, power and authority to grant stock
options under the Plan covering an aggregate of up to 1,824,195 shares of Common
Stock, and, when granted in accordance with the terms of the Plan, such options
will be valid and binding obligations of the Company.
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Belden & Blake Corporation
May 25, 2000
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3. The shares of Common Stock to be issued and sold upon the exercise
of stock options granted and to be granted under the Plan have been duly
authorized and, when issued and sold upon payment of the option exercise price
in accordance with the terms of the Plan, will be validly issued and
outstanding, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to said
Registration Statement. In giving such consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations promulgated
thereunder.
Very truly yours,
/s/ Black, McCuskey, Souers & Arbaugh
BLACK, McCUSKEY, SOUERS & ARBAUGH
