MURTHA, CULLINA, RICHTER AND PINNEY LLP
                                   CITYPLACE I
                                185 ASYLUM STREET
                        HARTFORD, CONNECTICUT 06103-3469
                                                           NEW HAVEN OFFICE
                            TELEPHONE (860) 240-6000     WHITNEY GROVE SQUARE
                            FACSIMILE (860) 240-6150      TWO WHITNEY AVENUE
                                                             P.O. BOX 704
                                                       NEW HAVEN, CT  06503-0704
                                                        TELEPHONE (203) 772-7700

                                January 13, 1999


Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.  20549

RE:      Magellan Petroleum Corporation
         Registration Statement on Form S-8

Ladies and Gentlemen:

         We have  acted as  counsel  for  Magellan  Petroleum  Corporation  (the
"Company") in  connection  with the proposed sale and issuance by the Company of
up to an aggregate of 1,000,000  shares of the Company's Common Stock, par value
$0.01 per share (the "Shares"), pursuant to the Company's 1998 Stock Option Plan
(the "Plan"), which is the subject of a Registration Statement on Form S-8 filed
by the Company under the Securities Act of 1933, as amended.

         We are  familiar  with the  action  taken by the  Company  to date with
respect  to the  adoption  of the Plan,  and the  reservation  of the Shares for
issuance  under the Plan. We have  examined  originals,  or copies  certified or
otherwise  authenticated to our  satisfaction,  of such corporate records of the
Company,  agreements and other  instruments,  certificates of public  officials,
officers and  representatives of the Company and such other documents as we have
deemed  necessary  as a basis for the  opinions  hereinafter  expressed.  We are
furnishing  this  opinion  in  connection  with the  filing of the  Registration
Statement.

         Based  upon the  foregoing,  we are of the  opinion  that the shares of
Common  Stock  proposed  to  be  issued  and  sold  by  the  Company  under  the
Registration  Statement pursuant to the Plan, when issued in accordance with the
terms of the Plan, will be legally issued, fully paid and nonassessable.

         We hereby consent to the inclusion of this opinion as an exhibit in the
Registration Statement and to the reference to our firm under the caption "Legal
Opinion" in the prospectus constituting a part of the Registration Statement.

                                         Very truly yours,

                                         MURTHA, CULLINA, RICHTER AND PINNEY LLP


                                         By /s/ Timothy L. Largay
                                            Timothy L. Largay