Jackson  DeMarco  &  Peckenpaugh
                        A LAW CORPORATION

                 2030 MAIN STREET, SUITE 1200
                   Irvine, California  92614

                       Tel 949.752.8585
                       Fax 949.752.0597
                        www.jdplaw.com


                        August 19, 2002




Berry Petroleum Company
5201 Truxtun Avenue, Suite 300
Bakersfield, CA 93309

     Re:  Registration Statement on Form S-8

Gentlemen:

      We  have  acted as counsel for Berry Petroleum  Company,  a
Delaware  corporation  (the "Company"), in  connection  with  the
various  legal matters relating to the Registration Statement  on
Form  S-8  (the  "Registration Statement") to  be  filed  by  the
Company  with the Securities and Exchange Commission with respect
to  the additional 1,000,000 shares of Class A Common Stock, $.01
par  value per share ("Shares"), which may be purchased  pursuant
to the exercise of options granted pursuant to the Company's 2002
Restated and Amended 1994 Stock Option Plan.

      We  have examined such corporate records, certificates, and
such  questions  of  law  as  we  have  considered  necessary  or
appropriate for the purposes of this opinion and on the basis  of
such  examination,  advise you we that in our  opinion  that  the
Shares  have been duly authorized and upon issuance and  sale  in
conformity  with and pursuant to the Registration Statement,  and
receipt  of  the  purchase price therefor  as  specified  in  the
Registration  Statement, the Shares will be legally  and  validly
issued, fully paid and non-assessable.

      We  consent to the use of this opinion as an exhibit to the
Registration  Statement  and  to the  use  of  our  name  in  the
Prospectus constituting any part thereof.

                         Very truly yours,

                         JACKSON, DEMARCO & PECKENPAUGH





RRM/sjg

                           Exhibit 5.1