EXHIBIT 5.1


                       [VINSON & ELKINS L.L.P. LETTERHEAD]



                                  June 6, 2001

Forest Oil Corporation
1600 Broadway, Suite 1200
Denver, Colorado  80202-4722

RE:  Form S-8 Registration Statement

Ladies and Gentlemen:

     We have acted as counsel to Forest Oil Corporation, a New York corporation
("Forest"), in connection with the preparation of the Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"),
with respect to 1,800,000 shares (the "Shares") of Forest's common stock, par
value $.10 per share to be issued under the Forest Oil Corporation 2001 Stock
Incentive Plan (the "Plan").

     We have examined such corporate records, other documents, and such
questions of law as we considered necessary or appropriate for purposes of this
opinion and, upon the basis of such examination, advise you that in our opinion
all necessary corporate proceedings by Forest have been duly taken to authorize
the issuance of the Shares pursuant to the Plan and that the Shares being
registered pursuant to the Registration Statement, when issued and paid for
under the Plan in accordance with the terms of the Plan will be duly authorized,
validly issued, fully paid and non-assessable.

     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 caption
"Interests of Named Experts and Counsel" in the Registration Statement. This
consent is not to be construed as an admission that we are a person whose
consent is required to be filed with the Registration Statement under the
provisions of the Act.


                                        Very truly yours,

                                        VINSON & ELKINS L.L.P.