April 19, 2000

St. Mary Land & Exploration Company
1776 Lincoln Street, Suite 1100
Denver, Colorado  80203

                 Re:     St. Mary Land &  Exploration  Company Stock Option Plan
                         and St. Mary Land & Exploration Company Incentive Stock
                         Option Plan (the "Plans")

Gentlemen:

                  We have  acted  as  counsel  to St.  Mary  Land &  Exploration
Company, a Delaware corporation ("St. Mary"), in connection with the filing of a
Registration  Statement on Form S-8 (the  "Registration  Statement") to register
under the  Securities Act of 1933, as amended,  an additional  950,000 shares of
St.  Mary  common  stock  (the  "Shares")  issuable  from  time to time upon the
exercise of options ("Options") granted under the Plans.

                  In that  connection,  we have  examined  originals and copies,
certified or otherwise  identified  to our  satisfaction,  of the Plans and such
other documents,  corporate  records and instruments as we have deemed necessary
for the purposes of the opinion expressed below. In giving this opinion,  we are
assuming the authenticity of all instruments  presented to us as originals,  the
conformity with the originals of all  instruments  presented to us as copies and
the genuineness of all signatures.

                  Based  upon  the  foregoing,  we are of the  opinion  that the
Shares,  when issued upon  exercise of the Options  granted  under the Plans and
upon payment of the option  exercise  price in accordance  with the terms of the
Plans, will be legally issued, fully paid and nonassessable.

                  We express no opinion  concerning the laws of any jurisdiction
other than the laws of the United  States and the laws of the State of Delaware.
We do not undertake to advise you of any changes in the opinion expressed herein
resulting from changes in law,  changes in facts or any other matters that might
occur or be brought to our attention after the date hereof.

                  We hereby  consent to the filing of this opinion as an exhibit
to the Registration Statement.

                                      Very truly yours,

                                      /s/ BALLARD SPAHR ANDREWS & INGERSOLL, LLP
                                      ------------------------------------------
                                      Ballard Spahr Andrews & Ingersoll, LLP