EXHIBIT 5


                          [Conner & Winters Letterhead]


                                March 31, 2003



Unit Corporation
1000 Kensington Tower I
7130 South Lewis
Tulsa, Oklahoma 74136

     Re: Unit Corporation
         Registration Statement on Form S-3

Gentlemen:

     We have acted as counsel for Unit Corporation, a Delaware corporation (the
"Company"), in connection with the filing of a registration statement on Form
S-3 (the "Registration Statement") with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), for
the registration from time to time of up to $250,000,000 aggregate amount of (i)
debt securities of the Company, which may be either senior or subordinated
(collectively, the "Debt Securities"), (ii) shares of the Company's preferred
stock, par value $1.00 per share (the "Preferred Stock"), (iii) shares of the
Company's common stock, par value $0.20 per share (the "Common Stock"), (iv)
Warrants representing rights to purchase Debt Securities, Preferred Stock or
Common Stock of the Company ("Warrants"), (v) purchase contracts for the
purchase or sale of debt or equity securities of the Company or any combination
thereof, ("Purchase Contracts"), and (vi) units consisting of one or more
Purchase Contracts, Warrants, Debt Securities, shares of Common Stock, shares of
Preferred Stock or any combination of such securities ("Units") and together
with the Debt Securities, Preferred Stock, Common Stock, Warrants and Purchase
Contracts (the "Securities"). The Securities will be sold or delivered from time
to time as set forth in the Registration Statement, any amendment thereto, the
prospectus contained therein (the "Prospectus") and supplements to the
Prospectus (the "Prospectus Supplements").

     We have examined (i) the Registration Statement, and (ii) the form of
Indenture relating to the Debt Securities (the "Indenture") to be executed by
the Company and an indenture trustee to be selected by the Company (the
"Trustee") filed as an exhibit to the Registration Statement. In addition, we
have (a) examined such certificates of public officials and of corporate
officers and directors and such other documents and matters as we have deemed
necessary or appropriate, (b) relied upon the accuracy of facts and information
set forth in all such documents, and (c) assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as copies, and
the authenticity of the originals from which all such copies were made.

     We have also assumed that (i) prior to the issuance of any Securities, (a)
the Registration Statement, as finally amended (including any necessary
post-effective amendments), and any additional registration statement filed
under Rule 462 under the Securities Act shall have been declared effective under
the Securities Act and such effectiveness shall not have been terminated or
rescinded, (b) an appropriate Prospectus Supplement describing the Securities
shall have been prepared, delivered and filed in compliance with the Securities
Act and the applicable rules and regulations thereunder, (c) the Securities
shall have been duly authorized by appropriate corporate action so as not to
violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or government body having
jurisdiction over the Company and (d) there will exist under the Restated
Certificate of Incorporation of the Company (the "Certificate of Incorporation")
the requisite number of authorized but unissued shares of Common Stock and/or
Preferred Stock, as the case may be, and (ii) with respect to the issuance of
shares of each series of Preferred Stock offered from time to time under the
Registration Statement, the Board of Directors of the Company shall have
approved and adopted and filed with the Delaware Secretary of State a
Certificate of Designation of Preferences, Rights, Privileges and Restrictions
of Preferred Stock with respect to such series.

     Further, with respect to Warrants issued from time to time pursuant to any
warrant agreement(s) as shall be entered into by the Company (individually, a
"Warrant Agreement" and, collectively, the "Warrant Agreements"), to the extent
that the obligation of the Company under any such Warrant Agreement may be
dependent upon such matters, we assume for purposes of this opinion that (a) any
warrant agent named therein ("Warrant Agent") is duly qualified to engage in the
activities contemplated by the Warrant Agreement, (b) the Warrant Agreement has
been duly authorized, executed and delivered by the Warrant Agent and
constitutes the legally valid and binding obligation of the Warrant Agent
enforceable against the Warrant Agent in accordance with its terms, (c) the
Warrant Agent is in compliance, generally, with respect to acting as Warrant
Agent under the Warrant Agreement with all applicable laws and regulations, and
(d) the Warrant Agent has the requisite organizational and legal power and
authority to perform its obligations under the Warrant Agreement.

     We have further assumed that the Securities will be offered and sold
pursuant to and in accordance with the terms and conditions set forth in one or
more underwriting agreements (collectively, the "Underwriting Agreement")
between the Company and an investment banking firm or firms to be selected by
the Company as the Representative of the Underwriters for the Offering (the
"Underwriters"), covering the sale by the Company and the purchase by the
Underwriters of up to such number of Securities as shall have been authorized by
the Board of Directors of the Company, and providing, among other things, for
payment to the Company of such consideration for such purchase and sale as shall
constitute sufficient and valid consideration pursuant to the Certificate of
Incorporation, and the by-laws of the Company, as amended, and the laws of the
State of Delaware. We have also assumed that the choice of New York law to
govern the Indenture is a valid and legal provision.


     Based on the foregoing and subject to the qualifications and limitations
stated herein, we are of the opinion that:

     1. The Debt Securities proposed to be sold by the Company, when (i) all
necessary corporate action on the part of the Company has been taken to
authorize the issuance and sale of such Debt Securities; (ii) the Trustee has
been selected and qualified pursuant to the Trust Indenture Act of 1939, as
amended; (iii) the Indenture and any supplemental indenture in respect of the
Debt Securities have been duly executed and delivered; (iv) the terms of the
Debt Securities have been duly established in accordance with the Indenture and
any applicable supplemental indenture relating to the Debt Securities; and (v)
the Debt Securities have been duly executed and authenticated in accordance with
the Indenture and any related supplemental indenture in respect of the Debt
Securities and duly issued and delivered by the Company upon payment of the
consideration therefor in the manner contemplated in the Registration Statement
and any Prospectus Supplement relating thereto, will be validly issued and
constitute valid and binding obligations of the Company.

     2. The shares of Preferred Stock proposed to be sold by the Company, when
(i) all necessary corporate action on the part of the Company has been taken to
authorize the issuance and sale of such series of Preferred Stock and (ii) such
shares of Preferred Stock are issued and delivered upon payment of the
consideration therefor in the manner contemplated in the Registration Statement
and any Prospectus Supplement relating thereto, will be validly issued, fully
paid and non-assessable.

     3. The shares of Common Stock proposed to be sold by the Company, when (i)
all necessary corporate action on the part of the Company has been taken to
authorize the issuance and sale of such shares of Common Stock and (ii) such
shares of Common Stock are issued and delivered upon payment of the
consideration therefor in the manner contemplated in the Registration Statement
and any Prospectus Supplement relating thereto, will be validly issued, fully
paid and non-assessable.

     4. The Warrants proposed to be sold by the Company, when (i) all necessary
corporate action on the part of the Company has been taken to authorize the
issuance and sale of the Warrants and the issuance and sale of the Securities
issuable upon the exercise thereof; (ii) a Warrant Agreement relating to the
Warrants has been duly authorized and validly executed and delivered; (iii) the
Warrants have been duly authenticated by the Warrant Agent; and (iv) the
Warrants are issued and delivered upon payment of the consideration therefor in
the manner contemplated in the Registration Statement and any Prospectus
Supplement relating thereto, will be validly issued, fully paid and
non-assessable, and will constitute valid and binding obligations of the
Company.

     5. The Purchase Contracts proposed to be sold by the Company, when (i) all
necessary corporate action on the part of the Company has been taken to
authorize the issuance and sale of the Purchase Contracts; (ii) a purchase
contract agreement relating to the Purchase Contracts (the "Purchase Contract
Agreement") has been duly authorized and validly executed and delivered; and
(iii) the Purchase Contracts are issued and delivered by the Company upon
payment of the consideration therefor in the manner contemplated in the
Registration Statement and any Prospectus Supplement relating thereto, will be
validly issued and constitute valid and binding obligations of the Company.

     6. The Units, when (i) all necessary corporate action on the part of the
Company has been taken to authorize the issuance and sale of the Units; (ii) the
terms of the collateral arrangements, if any, relating to the Units have been
duly established and the agreement(s) relating thereto have been duly executed
and delivered and the collateral has been deposited with the collateral agent in
accordance with such arrangements; and (iii) the Units are issued and delivered
by the Company upon payment of the consideration therefor in the manner
contemplated by the Registration Statement and any Prospectus Supplement
relating thereto, will be validly issued and constitute valid and binding
obligations of the Company.

     We note that, as of the date of this opinion, a judgment for money in an
action based on a Security denominated in a foreign currency or currency unit in
a Federal or state court in the United States ordinarily would be enforced in
the United States only in United States dollars. The date used to determine the
rate of conversion of the foreign currency or currency unit in which a
particular Security is denominated into United States dollars will depend upon
various factors, including which court renders judgment. In the case of a
security denominated in a foreign currency, a state court in the State of New
York rendering a judgment on such Security would be required under Section 27 of
the New York Judiciary Law to render such judgment in the foreign currency in
which the security is denominated, and such judgment would be converted into
United States dollars at the exchange rate prevailing on the date of entry of
the judgment.

     Our opinions set forth in paragraphs 1, 4, 5 and 6 above are subject to the
effects of bankruptcy, insolvency, reorganization, fraudulent transfer or
conveyance, moratorium or other similar laws now or hereinafter in effect
relating to or affecting the enforcement of creditors' rights generally and by
general principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).

     Our opinion expressed above is limited to the laws of the State of New
York, the corporate laws of the State of Delaware, and the federal laws of the
United States of America, and we do not express any opinion herein concerning
the laws of any other jurisdiction.

     We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm in the Prospectus constituting a part
of the Registration Statement under the caption "Legal Matters." In giving this
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act.



                                     Yours very truly,
                                     CONNER & WINTERS,
                                     P.C.


                                     /s/ Conner & Winters