[LETTERHEAD OF AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.]


                                August 28, 2001



Mission Resources Corporation
1331 Lamar, Suite 1455
Houston, Texas  77010-3039

        Re:  Mission Resources Corporation
             Registration Statement S-4

Ladies and Gentlemen:

We have acted as counsel to Mission Resources Corporation, a Delaware
corporation, (the "Company"), in connection with the registration, pursuant to a
registration statement on Form S-4, as amended (the "Registration Statement"),
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Act"), of (i) the proposed offer by the Company to
exchange (the "Exchange Offer") all outstanding 10 7/8% Senior Subordinated
Notes due 2007 ($100 million aggregate principal amount outstanding) (the
"Series A Notes") and 10 7/8% Senior Subordinated Notes due 2007 Series B ($125
million aggregate principal amount outstanding) (the "Series B Notes" and,
together with the Series A Notes, the "Outstanding Notes") of the Company for
10 7/8% Senior Subordinated Notes due 2007 Series C ($225 million aggregate
principal amount) (the "Registered Notes") of the Company and (ii) the
guarantees (the "Guarantees") of the Subsidiary Guarantors listed in the
Registration Statement (the "Guarantors"). The Series B Notes have been, and the
Registered Notes will be, issued pursuant to an Indenture (the "Indenture")
dated as of May 29, 2001 among the Company, and Subsidiary Guarantors named
therein, and The Bank of New York, as Trustee. We have examined originals or
certified copies of such corporate records of the Company and other certificates
and documents of officials of the Company, public officials and others as we
have deemed appropriate for purposes of this letter. We have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, and the conformity to authentic original documents of all copies
submitted to us as conformed and certified or reproduced copies.


     Based upon the foregoing and subject to the assumptions, exceptions,
qualifications and limitations set forth hereinafter, we are of the opinion that
(a) when the Registration Statement has become effective under the Act, (b) when
the Outstanding Notes have been exchanged in the manner described in the
prospectus forming a part of the Registration Statement, (c) when the Registered
Notes have been duly executed, authenticated, issued and delivered in accordance
with the terms of the Indenture, against receipt of the Outstanding Notes
surrendered in exchange therefor and (d) when the Indenture has been duly
qualified under the Trust Indenture Act of 1939, as amended,

     1. the Registered Notes proposed to be issued pursuant to the Exchange
Offer (a) will have been duly authorized by all necessary corporate action on
the part of the Company, and (b) when duly executed, authenticated and delivered
by or on behalf of the Company, will be valid and binding obligations of the
Company and will be entitled to the benefits of the Indenture; and

     2. the Guarantees (a) will have been duly authorized by all necessary
corporate action, as applicable, on the part of the Guarantors, and (b), when
the notations on the Guarantees have been duly executed by the Guarantors and
endorsed on the Registered Notes, will be valid and binding obligations of each
Guarantor.

     The opinions and other matters in this letter are qualified in their
entirety and subject to the following:

     A.  We express no opinion as to the laws of any jurisdiction other than any
         published constitutions, treaties, laws, rules or regulations or
         judicial or administrative decisions ("Laws") of the Laws of the state
         of New York and the General Corporation Law of the state of Delaware.

     B.  This law firm is a registered limited liability partnership organized
         under the laws of the State of Texas.

     C.  The matters expressed in this letter are subject to and qualified and
         limited by (i) applicable bankruptcy, insolvency, fraudulent transfer
         and conveyance, reorganization, moratorium and similar laws affecting
         creditors' rights and remedies generally; (ii) general principles of
         equity, including principles of commercial reasonableness, good faith
         and fair dealing (regardless of whether enforcement is sought in a
         proceeding at law or in equity); (iii) commercial reasonableness and
         unconscionability and an implied covenant of good faith and fair
         dealing; (iv) the power of the courts to award damages in lieu of
         equitable remedies; (v) securities Laws and public policy underlying
         such Laws with respect to rights to indemnification and contribution;
         and (vi) limitations on the waiver of rights under stay, extension or
         usury laws.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the prospectus forming a
part of the Registration Statement under the caption "Validity of the Exchange
Notes." In giving this consent, we do not thereby admit that we are within the
category of persons whose consent is required under Section 7 of the Act

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and the rules and regulations thereunder. We also consent to your filing copies
of this opinion as an exhibit to the Registration Statement.

                                Very truly yours,

                                /s/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.

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