<PAGE>
EXHIBIT 5(a)
[PORTER & HEDGES LETTERHEAD]
September 29, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: ESENJAY EXPLORATION, INC. REGISTRATION STATEMENT ON FORM S-8;
LONG-TERM INCENTIVE PLAN
Ladies and Gentlemen:
We have acted as counsel to Esenjay Exploration, Inc., a Delaware
corporation ("Company"), in connection with the preparation for filing with the
Securities and Exchange Commission of a Registration Statement on Form S-8
("Registration Statement") under the Securities Act of 1933, as amended. The
Registration Statement relates to the registration of a total of 2,803,585
shares ("Shares") of the Company's common stock, par value $.01 per share
("Common Stock"), issuable pursuant to the Company's Long-Term Incentive Plan.
We have examined the Long-Term Incentive Plan and such corporate
records, documents, instruments and certificates of the Company, and have
reviewed such questions of law as we have deemed necessary, relevant or
appropriate to enable us to render the opinion expressed herein. In such
examination, we have assumed without independent investigation the authenticity
of all documents submitted to us as originals, the genuineness of all
signatures, the legal capacity of all natural persons, and the conformity of any
documents submitted to us as copies to their respective originals. As to certain
questions of fact material to this opinion, we have relied without independent
investigation upon statements or certificates of public officials and officers
of the Company.
Based upon such examination and review, we are of the opinion that the
Shares have been duly and validly authorized and will, upon issuance and
delivery as contemplated by the Long-Term Incentive Plan, be validly issued,
fully paid and nonassessable outstanding shares of Common Stock.
This Firm consents to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Porter & Hedges, L.L.P.
PORTER & HEDGES, L.L.P.
