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EXHIBIT 5.1
December 22, 2000
Board of Directors
Coho Energy, Inc.
14785 Preston Road, Suite 860
Dallas, Texas 75240
Gentlemen:
We have acted as special counsel to Coho Energy, Inc., a Texas
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), of the registration statement on Form S-3
filed by the Company with the Commission on December 22, 2000 (the "Registration
Statement"), relating to the offering from time to time of 16,711,274 shares
(the "Shares") of the Company's common stock, par value $0.01 per share, by
certain selling stockholders named in the Registration Statement.
In arriving at the opinion expressed below, we have examined the
Company's Articles of Incorporation and Bylaws, each as amended to date, the
Registration Statement, and the originals or copies certified or otherwise
identified to our satisfaction of such other instruments and other certificates
of public officials, officers and representatives of the Company and such other
persons, and we have made such investigations of law, as we have deemed
appropriate as a basis for the opinion expressed below. In rendering the opinion
expressed below, we have assumed and have not verified (i) the genuineness of
the signatures on all documents that we have examined, (ii) the conformity to
the originals of all documents supplied to us as certified or photostatic or
faxed copies, (iii) the authenticity of the originals of such documents and (iv)
as to the forms of all documents in respect of which forms were filed with the
Commission as exhibits to the Registration Statement, the conformity in all
material respects of such documents to the forms thereof that we have examined.
Based on the foregoing, and subject to the limitations and exceptions
set forth below, it is our opinion that the Shares are legally issued and, when
sold in the manner contemplated by the Registration Statement, will continue to
be legally issued and will be fully paid and non-assessable. For the purposes of
the opinion expressed above, we have assumed that the Registration Statement,
and any amendments thereto (including post-effective amendments), will have
become effective. We express no opinion other than as to the federal laws of the
United States of America and the Texas Business Corporation Act. We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to this firm under the heading "Legal Matters" in
the prospectus forming part of the Registration Statement without admitting that
we are "experts" under the Act, or the rules and regulations of the Commission
issued thereunder, with respect to any part of the Registration Statement,
including this exhibit. This opinion is rendered solely for your benefit in
connection with the above matter and may not be relied upon in any manner by any
other person or entity without our express written consent.
Very truly yours,
/s/ Andrews & Kurth L.L.P.
