EXHIBIT 5.1

                                                           
Remington Oil and Gas Corporation                             W. Jefferson Burnett
8201 Preston Road                                             General Counsel
Suite 600
Dallas, Texas 75225-6211



December 11, 2001

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

Dear Sirs:

     With reference to the registration statement on Form S-8 which Remington
Oil and Gas Corporation (the "Company") proposes to file with the Securities and
Exchange Commission (the "SEC") under the Securities Act of 1933, as amended,
registering an additional 1,000,000 common shares (par value $0.01 per share) of
the Company (the "Shares") which may be offered and sold by the Company in
connection with the 1997 Stock Option Plan (the "Plan"), I am of the opinion
that:

          1. The Company is a corporation duly organized, validly existing and
     in good standing under the Laws of the State of Delaware; and

          2. All proper corporate proceedings have been taken so that any Shares
     to be offered and sold which are newly issued have been duly authorized
     and, upon sale and payment therefore in accordance with the Plan and the
     resolutions of the Board of Directors relating to the offering and sale of
     common shares thereunder, will be legally issued, fully paid and
     nonassessable.

     For purposes of this opinion, I have assumed the authenticity of all
documents submitted to me as originals and the conformity of the originals of
all documents submitted to me as copies. I have also assumed the genuineness of
the signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto, and the due authorization, execution and delivery of all
documents by the parties thereto.

     I hereby consent to the filing of this opinion with the SEC in connection
with the registration statement referred to above.

                                          Sincerely,

                                          /s/ W. JEFFERSON BURNETT
                                          --------------------------------------
                                          By: W. Jefferson Burnett
                                            General Counsel