Exhibit 5.1

[VINSON&ELKINS LOGO]                                    VINSON & ELKINS L.L.P.
                                                        666 Fifth Avenue
                                                        26th Floor
                                                        NEW YORK, NY 10103-0040
                                                        TELEPHONE (212) 237-0000
                                                        FAX (212) 237-0100
                                                        www.velaw.com

September 20, 2004

Belden & Blake Corporation
The Canton Oil & Gas Company
Ward Lake Drilling, Inc.

Re:   Registration Statement on Form S-4

Ladies and Gentlemen:

      We have acted as counsel for Belden & Blake Corporation, an Ohio
corporation (the "Company"), with respect to the preparation of the Registration
Statement on Form S-4 (the "Registration Statement") being filed by the Company,
and by The Canton Oil & Gas Company, an Ohio corporation, and Ward Lake
Drilling, Inc., a Michigan corporation, as guarantors (collectively, the
"Guarantors"), with the Securities and Exchange Commission (the "Commission") in
connection with (i) the issuance by the Company of up to $192,500,000 aggregate
principal amount of their 8.75% Senior Secured Notes due 2012 (the "New Notes")
registered pursuant to the Registration Statement under the Securities Act of
1933, as amended (the "Securities Act"), in exchange for up to $192,500,000
aggregate principal amount of the Company's outstanding 8.75% Senior Secured
Notes due 2012 (the "Outstanding Notes") and (ii) the Guarantors' unconditional
senior guarantees of the payment of the New Notes (the "Guarantees") also being
registered pursuant to the Registration Statement under the Securities Act. The
New Notes will be issued under an Indenture, dated as of July 7, 2004 (the
"Indenture"), among the Company, the Guarantors and BNY Midwest Trust Company,
as trustee.

      Before rendering our opinions hereinafter set forth, we examined originals
or copies, certified or otherwise identified to our satisfaction, of such
certificates, documents, instruments and records of the Company and the
Guarantors, including the Indenture, and we reviewed such questions of law, as
we considered appropriate for purposes of the opinions hereafter expressed. In
such examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies, we have assumed that the Registration
Statement, and any amendments thereto (including post-effective amendments),
will have become effective and the New Notes will be issued and sold in
compliance with applicable federal and state securities laws and in the manner
described in the Registration Statement.

      Based on the foregoing, we are of the opinion that:



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September 20, 2004

      (i) When the Registration Statement has become effective under the
Securities Act, and the New Notes have been duly executed and authenticated in
accordance with the Indenture and issued as contemplated in the Registration
Statement, the New Notes will constitute valid and legally binding obligations
of the Company, subject to bankruptcy, insolvency (including, without
limitation, all laws relating to fraudulent transfers), reorganization,
moratorium and similar laws relating to or affecting creditors' rights generally
and to general equitable principles (whether considered in a proceeding in
equity or at law).

      (ii) When the Registration Statement has become effective under the
Securities Act, the Guarantees will constitute valid and legally binding
obligations of the Guarantors, subject to bankruptcy, insolvency (including,
without limitation, all laws relating to fraudulent transfers), reorganization,
moratorium and similar laws relating to or affecting creditors' rights generally
and to general equitable principles (whether considered in a proceeding in
equity or at law).

      We express no opinions concerning the validity or enforceability of any
provisions contained in the Indenture or the New Notes that purport to waive or
not give effect to rights to notices, defenses, subrogation or other rights or
benefits that cannot be effectively waived or rendered ineffective under
applicable law.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus forming part of the Registration Statement. By giving
such consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission issued thereunder.

      We are members of the bar of the State of New York. We express no opinion
as to the laws of any other jurisdiction, domestic or foreign, other than the
federal laws of the United States of America, to the extent specifically
referenced herein, in effect as of the date hereof.

      This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied on for any other purpose.

                                          Very truly yours,

                                          /s/ VINSON & ELKINS L.L.P.