Exhibit
5.1
Law
Offices
Ballard
Spahr Andrews & Ingersoll, LLP
1225 17TH
STREET, SUITE 2300
DENVER,
COLORADO 80202-5596
303-292-2400
FAX:
303-296-3956
www.ballardspahr.com
|
Philadelphia,
PA
Baltimore,
MD
Bethesda,
MD
Las
Vegas, NV
Los
Angeles, CA
Phoenix,
AZ
Salt
Lake City, UT
Voorhees,
NJ
Washington,
DC
Wilmington,
DE
|
June 18,
2008
St. Mary
Land & Exploration Company
1776
Lincoln Street, Suite 700
Denver,
Colorado 80203
|
Re:
|
Registration Statement
on Form S-8 for Additional Shares of Common Stock Issuable Under 2006
Equity Incentive Compensation
Plan
|
Ladies
and Gentlemen:
We have
acted as counsel to St. Mary Land & Exploration Company, a Delaware
corporation (“St. Mary”), in connection with the filing of the Registration
Statement on Form S-8 (the “Registration Statement”) with respect to the
registration under the Securities Act of 1933, as amended, of a total of
2,001,194 additional shares of St. Mary common stock, par value $.01 per share
(the “Shares”), issuable from time to time pursuant to awards granted under the
St. Mary Land & Exploration Company 2006 Equity Incentive Compensation Plan,
as amended (the “Plan”).
In
connection therewith, we have examined, and relied upon the accuracy of factual
matters contained in, the Plan and originals and copies, certified or otherwise
identified to our satisfaction, of such other agreements, 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. We are also assuming that the Shares
will continue to be duly and validly authorized on the dates that the Shares are
issued to participants pursuant to the terms of the Plan, and, upon the issuance
of any of the Shares, the total number of shares of common stock of St. Mary
issued and outstanding, after giving effect to such issuance of such Shares,
will not exceed the total number of shares of common stock that St. Mary is then
authorized to issue under its certificate of incorporation.
Based
upon the foregoing, we are of the opinion that the Shares, when issued pursuant
to awards granted pursuant to the terms of the Plan and upon payment of the
exercise or purchase price, if applicable, in accordance with the terms of the
Plan, will be legally issued, fully paid and nonassessable.
St. Mary
Land & Exploration Company
June 18,
2008
Page
2
This
opinion is limited to the matters expressly stated herein. No implied
opinion may be inferred to extend this opinion beyond the matters expressly
stated herein. 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