
                                                                   EXHIBIT 5.1

                                STEPHEN E ROUNDS
                                 Attorney at Law

4635 EAST EIGHTEENTH AVENUE                            TELEPHONE (303) 377-6997
DENVER COLORADO 80220 USA                              FACSIMILE (303) 377-0231

                                  June 29, 1998


U.S. Energy Corp.
877 North 8th West
Riverton, Wyoming 82501

Re:     Registration Statement on Form S-1

Gentlemen:

        U.S. Energy Corp.  ("Company") proposes to file a registration statement
for the  offer  and sale,  to the  public,  of  662,987  shares  of  issued  and
outstanding  Common  Stock,  of which  546,365  shares are held by four Canadian
investment  funds,  112,530  shares will be issued to one of such funds when the
registration  statement is declared  effective,  and 4,092 shares are held by 23
employees  of  the  Company.   Hereafter,   the  funds  and  the  employees  are
collectively  referred to as the "Selling  Shareholders." My opinion and consent
is required in connection with such registration filing.

                                      Documents Reviewed

        I have examined  originals,  certified copies or other copies identified
to my satisfaction, of the following:

        1.    Restated Articles of Incorporation, and Amendment to Restated 
              Articles of Incorporation, of the Company.

        2.    Bylaws of the Company.

        3.    All exhibits listed in Part II of the registration statement.

        4.    The Company's registration statement on Form S-1, with which this
              opinion is filed as an exhibit.

        5.     Minutes of  proceedings of the Company board of directors for the
               last four fiscal years, and from May 31, 1998 to the date hereof.



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U.S. Energy Corp.
June 29, 1998
Page -2-

        I have also consulted with officers and  representatives of the Company,
and received representations and assurances concerning the exhibits described in
paragraph 3 and the registration  statement  described in paragraph 4, as I have
deemed  advisable  or  necessary  under the  circumstances.  Although I have not
undertaken independent  verification of the matters covered by this paragraph, I
have no reason to believe that the  representations  and assurances received are
materially inaccurate or false.

                                     Opinion

        Subject to compliance  with  applicable  state  securities  laws, and to
declaration of effectiveness  of the Company's Form S-1 registration  statement,
and based on my review of the documents  listed above, it is my opinion that the
shares of Common Stock to be offered and sold by the Selling  Shareholders named
in the  registration  statement  are duly and  validly  issued,  fully  paid and
non-assessable common shares of the Company.

        My opinion assumes that the Selling  Shareholders  deliver copies of the
definitive  prospectus  to  each  purchaser  of the  registered  securities,  in
accordance with the Securities Act of 1933, as amended,  and applicable rules of
the Securities and Exchange Commission.


                                             Yours Sincerely,

                                               s/ Stephen E.  Rounds







