EXHIBIT 5.1


                    [FULBRIGHT & JAWORSKI L.L.P. LETTERHEAD]


                                  March 4, 2002



Tesoro Petroleum Corporation
300 Concord Plaza Drive
San Antonio, Texas  78216-6999

Ladies and Gentlemen :

         We refer to the shelf Registration Statement on Form S-3 (Registration
No. 333-51789), as amended and supplemented (the "Registration Statement"),
filed by Tesoro Petroleum Corporation, a Delaware corporation (the "Company"),
and certain subsidiaries of the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, including the
prospectus supplement dated February 28, 2002, relating to the offer and sale by
the Company of 23,000,000 shares of the Company's Common Stock, par value
$.16 2/3 per share (the "Common Stock").

         As counsel to the Company, we have examined such corporate records,
documents and questions of law as we have deemed necessary or appropriate for
the purposes of this opinion. In connection with such examination, we have
assumed the genuineness of signatures and the conformity to the originals of the
documents supplied to us as copies. As to various questions of fact material to
this opinion, we have relied upon statements and certificates of officers and
representatives of the Company.

         Upon the basis of such examination, we are of the opinion that the
23,000,000 shares of Common Stock offered by the Company, when issued in
accordance with the Registration Statement, will be legally issued, fully paid
and nonassessable.

         We consent to the filing of this opinion by the Company under cover of
Form 8-K, in lieu of Exhibit 5.1 to the Registration Statement, and to the
reference to this firm under the caption "Legal Matters" in the prospectus
incorporated as part of 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 Securities Act
of 1933, as amended.


                                       Very truly yours,

                                       /s/ Fulbright & Jaworski L.L.P.

                                       Fulbright & Jaworski L.L.P.