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                                                                     EXHIBIT 5.1


                            ANDREWS & KURTH L.L.P.
                                   ATTORNEYS

HOUSTON                1717 Main Street, Suite 3700      TELEPHONE: 214.659.4400
WASHINGTON, D.C.            Dallas, Texas 75201          FACSIMILE: 214.659.4401
DALLAS
LOS ANGELES
NEW YORK
THE WOODLANDS
LONDON


                                  April 5, 2001

Remington Oil and Gas Corporation
8201 Preston Road, Suite 600
Dallas, Texas 75225-6211

Ladies and Gentlemen:

                  We have acted as counsel to Remington Oil and Gas Corporation,
a Delaware corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-3, as amended (Registration No. 333-57456) (the
"Registration Statement"), filed with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Act of 1933, as amended (the
"Act"). The Registration Statement relates to the offering from time to time, as
set forth in the Registration Statement, the form of prospectus contained
therein (the "Prospectus") and one or more supplements to the Prospectus (each,
a "Prospectus Supplement"), of common stock, par value $0.01 ("Common Stock"),
of the Company, having an aggregate initial public offering price not to exceed
U.S. $110,000,000, on terms to be determined at the time of the offering. All
capitalized terms which are not defined herein shall have the meanings assigned
to them in the Registration Statement.

                  In arriving at the opinions expressed below, we have examined
(i) the Restated Certificate of Incorporation and Bylaws of the Company, as
amended to date, (ii) the Registration Statement, (iii) the Prospectus and (iv)
the originals or copies certified or otherwise identified to our satisfaction of
such other instruments and other certificates of public officials, officers and
representatives of the Company and such other persons, and we have made such
investigations of law, as we have deemed appropriate as a basis for the opinions
expressed below.

                  In rendering the opinions expressed below, we have assumed and
have not verified (i) the genuineness of the signatures on all documents that we
have examined, (ii) the legal capacity of all natural persons, (iii) the
conformity to the originals of all documents supplied to us as certified or
photostatic or faxed copies and (iv) the authenticity of the originals of such
documents.

                  Based on the foregoing, and subject to the limitations and
other qualifications set forth below, we are of the opinion that, when (a) the
Company has taken all necessary action to approve the issuance of the Common
Stock, the terms of the offering thereof and related matters and (b) such Common
Stock has been issued and delivered in accordance with the terms of the
applicable definitive purchase, underwriting or similar agreement approved by
the Company upon payment (or delivery) of the consideration therefor provided
for therein, such Common Stock will be validly issued, fully paid and
nonassessable.

                  The validity and enforceability of any of the obligations of
the Company with reference to the Common Stock are subject to applicable
bankruptcy, insolvency (including, without limitation, all laws relating to
fraudulent transfer or conveyance), reorganization, moratorium and other similar
laws affecting creditors' rights generally and to general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law). The opinion expressed above is also subject to possible judicial action
giving effect to governmental actions or foreign laws affecting creditors'
rights.

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Remington Oil and Gas Corporation
April 5, 2001
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                  For the purposes of the opinion expressed above, we have
assumed that (1) the Registration Statement, and any amendments thereto
(including post-effective amendments), will have become effective and such
effectiveness shall not have been terminated or rescinded, (2) a Prospectus
Supplement will have been prepared and filed with the Commission describing the
Common Stock offered thereby, (3) all Common Stock will have been issued and
sold in compliance with applicable United States federal and state securities
laws and in the manner stated in the Registration Statement and the applicable
Prospectus Supplement and (4) a definitive purchase, underwriting or similar
agreement with respect to any Common Stock offered will have been duly
authorized and validly executed and delivered by the Company (if applicable) and
the other parties thereto.

                  We express no opinion other than as to the federal laws of the
United States of America and the General Corporation Law of the State of
Delaware. 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 heading
"Legal Matters" in the Prospectus. In giving this consent we do not admit that
we are "experts" under the Act, or the rules and regulations of the Commission
issued thereunder, with respect to any part of the Registration Statement,
including this exhibit. This opinion is rendered solely for your benefit in
connection with the above matter and may not be relied upon in any manner by any
other person or entity without our express written consent.

                                       Very truly yours,

                                       /s/ ANDREWS & KURTH L.L.P.