5.0
December 10, 2000
PetroCorp Incorporated
6733 South Yale
Tulsa, Oklahoma 74136
Re: PetroCorp Incorporated SEC Registration Statement on Form S-8: PetroCorp
Incorporated (Trading Symbol "PEX"): 600,000 Shares of PetroCorp Common
Stock to be Issued Pursuant to the PetroCorp Incorporated 2000 Stock Option
Plan.
Ladies and Gentleman:
I have acted as counsel to PetroCorp Incorporated ("PetroCorp") in
connection with PetroCorp's Registration Statement on Form S-8 being filed on or
about December 13, 2000 with the Securities and Exchange Commission which
respect to the shares of Common Stock (the "Common Stock"), $0.01 par value, of
PetroCorp, authorized for issuance under the PetroCorp 2000 Plan. I have
reviewed PetroCorp's Registration Statement on Form S-8, PetroCorp's Certificate
of Incorporation, PetroCorp's By-laws, and such corporate proceedings of
PetroCorp as I have deemed appropriate for purposes of rendering this opinion.
In my opinion, upon issuance of the shares of Common Stock pursuant to the terms
of the PetroCorp 2000 Plan, such shares will be duly and validly issued, fully
paid and non-assessable. I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Sincerely,
/s/ Tamara R. Wagman
Tamara R. Wagman
