<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>exhibit5_15240.txt
<DESCRIPTION>OPINION OF CONNER & WINTERS
<TEXT>
                                                                       EXHIBIT 5
                                                                       ---------


                              CONNER & WINTERS, LLP
                                     LAWYERS

                            4000 One Williams Center
                              TULSA, OKLAHOMA 74172

                                 (918) 586-5711
                               FAX (918) 586-8548

                                  July 3, 2007

Empire Petroleum Corporation
8801 S. Yale, Suite 120
Tulsa, Oklahoma  74137-3575


     Re: Registration Statement on Form SB-2

Ladies and Gentlemen:

      We have acted as counsel to Empire Petroleum Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act"), of the Registration Statement on
Form SB-2 (the "Registration Statement") relating to the resale from time to
time by certain stockholders of the Company of up to 15,312,500 shares of the
common stock, par value $.001 per share, of the Company, which represents (i)
7,250,000 shares of common stock of the Company sold in a private placement
completed in September 2006 and 5,000,000 shares of common stock of the Company
sold in a private placement completed in April 2007 (collectively, the
"Shares"), and (ii) 1,812,500 shares of common stock of the Company issuable
upon the exercise of warrants sold in the private placement completed in
September 2006 and 1,250,500 shares of common stock of the Company issuable upon
the exercise of warrants sold in the private placement completed in April 2007
(such warrants are collectively referred to as the "Warrants" and such warrant
shares are collectively referred to as the "Warrant Shares").

      In rendering the following opinion, we have examined the originals or
copies certified or otherwise identified to our satisfaction of all such
corporate records of the Company and such other instruments and other
certificates of public officials, officers and representatives of the Company
and such other persons, and we have made such investigations of law, as we have
deemed appropriate as a basis for the opinion expressed below. In this
connection, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as the originals, the conformity to the
originals of all documents submitted to us as copies, and the authenticity of
the originals, from which all such copies have been made.

      Based on the foregoing, we are of the opinion that (i) the Shares have
been duly authorized and are validly issued, fully paid and non-assessable and
(ii) the Warrant Shares have been duly authorized, and, when issued upon
exercise of the Warrants and paid for in accordance with the terms of the
Warrants, the Warrant Shares will be validly issued, fully paid and
non-assessable.

      We are members of the bar of the State of Oklahoma. Our opinion expressed
above is limited to the laws of the State of Oklahoma, the Delaware General
Corporation Law and the federal laws of the United States of America, and we do
not express any opinion herein concerning the laws of any other jurisdiction. As
used herein, the term "Delaware General Corporation Law" includes the statutory
provisions contained therein, all applicable provisions of the Delaware
Constitution and judicial decisions interpreting those laws as of the date of
this opinion.

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

                                                    Very truly yours,

                                                    Conner & Winters, LLP

                                                    /s/ Conner & Winters, LLP


</TEXT>
</DOCUMENT>
