EXHIBIT 5.1

                   [CALLISTER NEBEKER & McCULLOUGH LETTERHEAD]



                                October 30, 2002



Board of Directors
Oceanic Exploration Company
7800 East Dorado Place, Suite 250
Englewood, CO  80111

         RE: OCEANIC EXPLORATION COMPANY REGISTRATION STATEMENT ON FORM SB-2

Ladies and Gentlemen:


         We have acted as special counsel to Oceanic Exploration Company, a
Delaware corporation (the "Company"), in connection with the filing of a
registration statement and amendment nos. 1 and 2 on Form SB-2 (No. 333-98347)
of the Company (collectively the "Registration Statement") filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), pertaining to the 21,003,000 shares
(the "Shares") of the Company's common stock, $.0625 par value (the "Common
Stock"), being registered in connection with the Company's rights offering
described in the Registration Statement (the "Rights Offering").

         This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-B under the Securities Act.

         In connection with this opinion, we have reviewed: (i) the Restated
Certificate of Incorporation, as amended to date and currently in effect; (ii)
the form of the Amended and Restated Certificate of Incorporation intended to be
filed with the Secretary of State of the State of Delaware to increase the
capitalization of the Company (the "New Charter"); (iii) the Bylaws of the
Company; (iv) a specimen certificate representing the Common Stock; (v)
resolutions of the board of directors and proposed resolutions of the
stockholders of the Company; (vi) the Registration Statement; and (vii) such
other documents as we have deemed appropriate. As to factual matters we have
relied upon a certificate supplied to us by an officer of the Company. In
rendering the opinion expressed herein, we have assumed, without investigation,
the validity of all documents and the accuracy of all information supplied to us
by the Company.


         Members of our firm are admitted to the bar in the State of Utah and we
express no opinion as to the laws of any jurisdiction other than the corporate
laws of the State of Delaware, and do not express any opinion as to the effect
of any other laws on the opinion stated herein.





Board of Directors
Oceanic Exploration Company
October 30, 2002
Page 2



         Based upon the foregoing, we are of the opinion that the Shares being
registered pursuant to the Registration Statement, when (i) the proposed
resolutions are executed by the holders of a majority of the Common Stock of the
Company, (ii) the Registration Statement becomes effective, (iii) the New
Charter has been filed and accepted by the Secretary of State of the State of
Delaware and (iv) certificates representing the Shares in the form of the
specimen certificate examined by us have been manually signed by an authorized
officer of the transfer agent and registrar for the Common Stock and registered
by such transfer agent and registrar, and have been delivered and paid for in
accordance with the Rights Offering, will have been duly authorized and the
Shares will be validly issued, fully paid and nonassessable.


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

                                       Very truly yours,

                                       CALLISTER NEBEKER & McCULLOUGH

                                       /s/ Callister Nebeker & McCullough