EX-5 2 exhibit5.htm


EXHIBIT 5








May 10, 2004





McMoRan Exploration Co.

1615 Poydras Street

New Orleans, Louisiana  70112


Ladies and Gentlemen:


We have acted as counsel for McMoRan Exploration Co., a Delaware corporation (the “Company”), in connection with the Company’s registration statement on Form S-8 (the “Registration Statement”) with respect to the issuance by the Company of 175,000 shares of common stock of the Company, $0.01 par value per share (the “Common Stock”), pursuant to the terms of the McMoRan Exploration Co. 2004 Director Compensation Plan (the “Plan”).


Based upon the foregoing, and upon our examination of such matters as we deem necessary in order to furnish this opinion, we are of the opinion that the shares of Common Stock referred to herein, when issued for at least par value and on the terms described in the Plan, will be legally issued, fully paid and non-assessable.


We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.


JONES, WALKER, WAECHTER,

POITEVENT, CARRÈRE & DENÈGRE, L.L.P.



By:/s/ Margaret F. Murphy


Margaret F. Murphy

Partner