EXHIBIT 5.1


July 29, 2003


Universal Compression, Inc.
4444 Brittmoore Road
Houston, Texas  77041

Ladies and Gentlemen:

         We have served as counsel for Universal Compression, Inc., a Texas
corporation (the "Company"), in connection with the Registration Statement on
Form S-4 (Registration No. 333-107250), as amended to this date (as so amended,
the "Registration Statement"), filed with the Securities and Exchange Commission
in connection with the registration under the Securities Act of 1933, as amended
(the "1933 Act"), of $175,000,000 principal amount of the Company's 7 1/4%
Senior Notes due 2010 (the "Notes") to be offered in exchange for the Company's
outstanding 7 1/4% Senior Notes due 2010.

         We have examined the Registration Statement, the Indenture between the
Company and The Bank of New York, as Trustee, pursuant to which the Notes are to
be issued (the "Indenture"), the form of the Notes to be issued and such other
documents and questions of law as we have deemed necessary to render the
opinions expressed below.

         In our examination, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as copies and the authenticity of the originals of
such copied documents. We have also assumed that, with respect to all persons
and entities other than the Company, such persons or entities had the power
(corporate or otherwise) to enter into and perform all of their obligations
under the Indenture, the due authorization by all requisite action (corporate or
otherwise) on the part of such persons or entities, the due execution and
delivery by such persons or entities of such document, and the validity and
binding effect thereof. As to any faxed material to the opinions expressed
herein that we did not independently establish or verify, we have relied upon
oral or written statements, certificates and representations of officers and
other representatives of the Company and others.

         Based upon the foregoing, and subject to the qualifications set forth
below, we are of the opinion that when the Notes are executed and authenticated
in accordance with the terms of the Indenture and delivered in the manner and
for the consideration described in the Registration Statement, the Notes will be
binding and enforceable obligations of the Company.

         The opinion expressed above is subject to the following qualifications:




                  A. The binding nature and enforceability of the Notes may be
limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or transfer, and other similar laws affecting the enforcement of
creditors' rights generally, and (ii) equitable principles of general
application and judicial discretion that may limit or affect the availability or
grant of certain equitable remedies in certain instances. In addition, the
binding nature and enforceability of certain of the remedial, waiver and other
provisions of the Notes, or of the Indenture, may be restricted by applicable
state law, but such restrictions will not, in our opinion, render the Notes
invalid as a whole or substantially interfere with the realization of the
principal legal benefits purported to be provided by the Notes (except to the
extent of any procedural delay which may result therefrom). Further, the binding
nature and enforceability of the indemnification provisions of the Indenture may
be limited by public policies embodied in or reflected by various state and
federal securities laws.

                  B. The opinion expressed herein is limited to the laws of the
United States of America and the laws of the States of Texas and New York, and
we assume no responsibility as to the applicability or the effect of the laws of
any other jurisdiction.

         We consent to the use of this opinion letter as an exhibit to the
Registration Statement and to the use of our name in the Registration Statement
under the heading "Legal Matters." Our consent, however, is not an admission
that we come within the category of persons whose consent is required under
Section 7 of the 1933 Act or the rules and regulations of the Securities and
Exchange Commission.

                                                     Very truly yours,

                                                     GARDERE WYNNE SEWELL LLP