EXHIBIT NOS. 5.1 AND 23.1



January 28, 1997


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

     Re:  Registration Statement on Form S-3

Gentlemen:

     St. Mary Land & Exploration Company, a Delaware corporation
(the "Company"), is registering for sale up to 2,300,000 shares
of its $0.01 par value common stock (the "Shares").  It is
proposed that Shares be registered pursuant to a Registration 
Statement on Form S-3, File No. 333___________ (the "Registration
Statement"), under the Securities Act of 1933, as amended (the
"Act"), filed with the Securities and Exchange Commission (the
"Commission") on January 28, 1997.

     In rendering the following opinion, we have examined and
relied only upon the documents and the reports (verbal and
written) as we deemed necessary in rendering the opinion,
including the Certificate of Incorporation of the Company and
amendments thereto, the Bylaws of the Company as amended, and
authorizing Minutes of the Company.

     We have not undertaken, nor do we intend to undertake, any
independent investigation beyond such documents and records, or
to verify the adequacy or accuracy of such documents and records.
Additionally, we have consulted with Officers and Directors of
the Company, and have obtained such statements and
representations with respect to matters of fact as we considered
necessary or appropriate in the circumstances to render the
opinions contained herein. We have not independently verified the
content of the factual statements made to us in connection
therewith, nor the veracity of such representations, nor do we
intend to do so. 

     Based upon and subject to the foregoing, it is our opinion
that:

     (i)  The Shares to be offered and/or sold, subject to
effectiveness of the Registration Statement and compliance with
any applicable blue sky laws, when issued and delivered against
payment therefor in accordance with the terms of the Registration
Statement, will constitute legally issued, fully paid and
nonassessable shares of Common Stock of the Company.


     (ii) The Shares to be offered as part of the Registration
Statement have been duly authorized, and, when duly executed by
the Company the effectiveness of the Registration Statement, and
compliance with applicable blue sky laws, when issued and
delivered in accordance with the Underwriting Agreement and as
set forth in the Registration Statement, will have been legally
issued and will constitute valid and binding obligations of the
Company in accordance with their terms, subject to:  

          (a)  applicable bankruptcy, insolvency, reorganization,
          moratorium or other similar laws of general application
          (including, without limitation, general principles of
          equity, whether considered in a proceeding in equity or
          at law), now or hereafter in effect relating to
          creditors' rights and claims generally, and/or general
          laws generally affecting or relating to the enforcement
          of creditors' rights, including, but not limited to
          Section 547 of the Federal Bankruptcy Reform Act of
          1978; and

          (b)  the remedy of specific performance and injunctive
          and other forms of equitable relief which are subject 
          to equitable defenses, and to the discretion of the
          court before which any proceeding therefore may be
          brought.

     We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement; to the filing of this
opinion in connection with such filings of applications as may be
necessary to register, qualify or establish eligibility for an
exemption from registration or qualification of the securities
under the blue sky laws of any state or other jurisdiction; and
to the reference to this firm in the Prospectus under the heading
"Legal Matters."  In giving this consent, we do not admit that we
are in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the
Commission promulgated thereunder.
     
     The opinions set forth herein are based upon the federal
laws of the United States of America, and the laws of the State
of Colorado, and corporate laws of Delaware, all as now in
effect.  We express no opinion as to whether the laws of any
particular jurisdiction apply, and no opinion to the extent that
the laws of any jurisdiction other than those identified above
are applicable to the subject matter hereof.

     The information set forth herein is as of the date of this
letter.  We disclaim any undertaking to advise you of changes
which may be brought to our attention after the effective date of
the Registration Statement.



                              Very sincerely,


               /s/ Cohen Brame & Smith Professional Corporation
                   Cohen Brame & Smith Professional Corporation