EXHIBIT 5

                                 April 24, 2002


Pogo Producing Company
5 Greenway Plaza
Suite 2700
Houston, Texas  77046

Ladies and Gentlemen:

     As set forth in the Registration Statement on Form S-8 ("Registration
Statement"), filed by Pogo Producing Company, a Delaware corporation (the
"Company"), under the Securities Act of 1933, as amended (the "Act"), relating
to the registration of 2,200,000 shares of the Company's Common Stock, par value
$1 per share (the "Common Shares") which may be issued pursuant to the 2002
Incentive Plan of Pogo Producing Company (the "Plan"), certain legal matters in
connection with the registration of the Common Shares are being passed upon by
me.

     I have acted as counsel for the Company in connection with the preparation
of the Plan and the registration of the Common Shares.  In such capacity, I have
examined the Company's Restated Certificate of Incorporation and Bylaws, each as
amended to date, and have examined the originals, or copies certified or
otherwise identified, of corporate records of the Company, certificates of
public officials and of representatives of the Company, statutes and other
records, instruments and documents as a basis for the opinions hereinafter
expressed.

     Based upon my examination as aforesaid, and subject to the assumptions,
qualifications, limitations and exceptions set forth herein, I am of the opinion
that:

1. The Company is a corporation duly organized and validly existing under the
laws of the State of Delaware.

2. In the case of Common Shares originally issued by the Company pursuant to
the terms of the Plan, following due authorization of a particular award
thereunder by a duly constituted and acting committee of the Board of Directors
of the Company as provided in and in accordance with the Plan, the Common Shares
issuable pursuant to such award will have been duly authorized by all necessary
corporate action on the part of the Company.  Upon issuance and delivery of such
Common Shares from time to time pursuant to the terms of such award for the
consideration established pursuant to the terms of the Plan and otherwise in
accordance with th terms and conditions of such award including, if applicable,
the lapse of any restrictions relating thereto, the satisfaction of any
performance conditions associated therewith and any requisite determinations by
or pursuant to the authority of the Board of Directors or a duly constituted and
acting committee thereof as provided therein, and, in the case of stock options,
the payment for such Common Shares as provided therein (consisting of
consideration not less than the par value thereof), such Common Shares will be
validly issued, fully paid and nonassessable and free of preemptive rights.

     The opinion expressed herein is limited exclusively to the corporate law of
the State of Delaware and the federal securities laws of the United States of
America, each in effect as of the date hereof.

     I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name in the Registration Statement
under the caption "Interests of Named Experts and Counsel."  In giving this
consent, I do not hereby admit that I am in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Securities and Exchange Commission promulgated thereunder.

                                    Yours very truly,

                                    /s/ GERALD A. MORTON