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                                                                     EXHIBIT 5.1


                             Pogo Producing Company
                          5 Greenway Plaza, Suite 2700
                             Houston, Texas  77046
                                Gerald A. Morton
                  Vice President - Law and Corporate Secretary




                                                                   June 13, 2001



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

Gentlemen:


     I have acted as counsel for Pogo Producing Company, a Delaware corporation
(the "Company") in connection with the Registration Statement on Form S-3
(File No. 333-60800) filed on May 11, 2001 with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act") (as amended, the "Registration Statement"), relating to (i) senior or
subordinated debt securities of the Company ("Debt Securities"), (ii) shares of
preferred stock, par value $1.00 per share, of the Company ("Preferred Stock"),
(iii) depositary shares representing fractional interests in Preferred Stock
("Depositary Shares"), (iv) shares of common stock, par value $1.00 per share,
of the Company ("Common Stock"), and (v) warrants ("Warrants") to purchase Debt
Securities, Preferred Stock, Common Stock or other securities (the Debt
Securities, Preferred Stock, Depositary Shares, Common Stock and Warrants are
collectively referred to herein as the "Securities"), to be issued and sold by
the Company from time to time pursuant to Rule 415 under the Act for an
aggregate initial offering price not to exceed $500,000,000.


     In my capacity as Vice President--Law and Corporate Secretary of the
Company, I have examined (i) the Restated Certificate of Incorporation, as
amended, filed as Exhibit 4.3 to the Registration Statement and Restated Bylaws
of the Company, as amended, filed as Exhibit 4.4 to the Registration Statement
(together, the "Charter Documents"), (ii) the form of the Indenture to be filed
as Exhibit 4.1 to the Registration Statement to be executed by the Company and
the trustee thereunder (the "Senior Debt Indenture"), pursuant to which senior
Debt Securities may be issued, (iii) the form of the Indenture to be filed as
Exhibit 4.2 to the Registration Statement to be executed by the Company and the
trustee thereunder (the "Subordinated Debt Indenture"), pursuant to which
subordinated Debt Securities may be issued, and (iv) the originals, or copies
certified or otherwise identified, of corporate records of the Company,
including minute books of the Company, certificates of public officials and of
representatives of the Company, statutes and other instruments and documents as
a basis for the opinions hereafter expressed.

     In connection with this opinion, I have assumed, with your approval, that
(i) the Registration Statement, and any amendments thereto (including
post-effective amendments), will have become effective; (ii) a Prospectus
Supplement will have been prepared and filed with the Commission describing the
Securities offered thereby; (iii) all Securities will be issued and sold in
compliance with applicable federal and state securities laws and in the manner
stated in the

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Registration Statement and the appropriate Prospectus Supplement; (iv) a
definitive purchase, underwriting or similar agreement with respect to any
Securities offered will have been duly authorized and validly executed and
delivered by the Company and the other parties thereto; (v) any securities
issuable upon conversion, exchange, redemption or exercise of any Securities
being offered will be duly authorized, created and, if appropriate, reserved for
issuance upon such conversion, exchange, redemption or exercise, and (vi) with
respect to shares of Common Stock or Preferred Stock offered, there will be
sufficient shares of Common Stock or Preferred Stock authorized under the
Charter Documents and not otherwise reserved for issuance. No opinion is
expressed herein as to any matter governed by any law other than the laws of the
State of Texas, the laws of the State of New York, the General Corporation Law
of the State of Delaware and the federal securities laws of the United States of
America, each as in effect on the date hereof.


     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.   With respect to shares of Common Stock, when (i) the Board of
Directors of the Company or, to the extent permitted by the General Corporation
Law of the State of Delaware and the Charter Documents, a duly constituted and
acting committee thereof (such Board of Directors or committee being hereinafter
referred to as the "Board") has taken all necessary corporate action to approve
the issuance thereof and the terms of the offering of shares of Common Stock and
related matters, and (ii) certificates representing the shares of Common Stock
have been duly executed, countersigned, registered and delivered either (a) in
accordance with the applicable definitive purchase, underwriting or similar
agreement approved by the Board upon payment of the consideration therefor (not
less than the par value of the Common Stock) provided for therein, or (b) upon
conversion, exchange, redemption or exercise of any other Security, in
accordance with the terms of such Security or the instrument governing such
Security providing for such conversion, exchange, redemption or exercise as
approved by the Board, for the consideration approved by the Board (not less
than the par value of the Common Stock), the shares of Common Stock will be duly
authorized, validly issued, fully paid and non-assessable.

     3.   With respect to shares of Preferred Stock, when (i) the Board has
taken all necessary corporate action to approve and establish the terms of the
shares of Preferred Stock, including the adoption of a resolution pursuant to
Section 151(g) of the General Corporation Law of the State of Delaware, and to
approve the issuance thereof and the terms of the offering thereof and related
matters, and a Certificate of Designations relating to such Preferred Stock has
been filed with the Secretary of State of the State of Delaware, and (ii)
certificates representing the shares of Preferred Stock have been duly executed,
countersigned, registered and delivered either (a) in accordance with the
applicable definitive purchase, underwriting or similar agreement approved by
the Board upon payment of the consideration therefor (not less than the par
value of the Preferred Stock) provided for therein, or (b) upon conversion,
exchange, redemption or exercise

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of any other Security, in accordance with the terms of such Security or the
instrument governing such Security providing for such conversion, exchange,
redemption or exercise as approved by the Board, for the consideration approved
by the Board (not less than the par value of the Preferred Stock), the shares of
Preferred Stock will be duly authorized, validly issued, fully paid and
non-assessable.

     4.   With respect to Depositary Shares, when (i) the Board has taken all
necessary corporate action to approve the issuance and terms of the Depositary
Shares, the terms of the offering thereof and related matters, and the action
with respect to the Preferred Stock underlying such Depositary Shares referred
to in clauses (i) and (ii) of paragraph 3 above has been taken; (ii) the
Depositary Agreement or Agreements relating to the Depositary Shares and the
related Depositary Receipts have been duly authorized and validly executed and
delivered by the Company and the Depositary appointed by the Company; (iii) the
shares of Preferred Stock underlying such Depositary Shares have been deposited
with a bank or trust company (which meets the requirements for the Depositary
set forth in the Registration Statement) under the applicable Depositary
Agreements; and (iv) the Depositary Receipts representing the Depositary Shares
have been duly executed, countersigned, registered and delivered in accordance
with the appropriate Depositary Agreement and the applicable definitive
purchase, underwriting or similar agreement approved by the Board upon payment
of the consideration therefor provided for therein, the Depositary Shares will
be duly authorized and validly issued.

     5.   With respect to Debt Securities to be issued under the Senior Debt
Indenture, when (i) the Senior Debt Indenture and any applicable Supplemental
Indenture relating thereto have been duly authorized and validly executed and
delivered by each of the parties thereto; (ii) the Senior Debt Indenture has
been duly qualified under the Trust Indenture Act of 1939, as amended; (iii) the
Board has taken all necessary corporate action to approve and establish the
terms of such Debt Securities, to approve the issuance thereof and the terms of
the offering thereof and related matters; and (iv) such Debt Securities have
been duly executed, authenticated, issued and delivered in accordance with both
the provisions of the Senior Debt Indenture and any applicable Supplemental
Indenture relating thereto and either (a) the provisions of the applicable
definitive purchase, underwriting or similar agreement approved by the Board
upon payment of the consideration therefor provided for therein or (b) upon
conversion, exchange, redemption or exercise of any other Security, in
accordance with the terms of such Security or the instrument governing such
Security providing for such conversion, exchange, redemption or exercise as
approved by the Board, for the consideration approved by the Board, such Debt
Securities will constitute legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, except as the
enforceability thereof is subject to the effect of (i) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other laws relating to or
affecting creditors' rights generally and (ii) general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

     6.   With respect to Debt Securities to be issued under the Subordinated
Debt Indenture, when (i) the Subordinated Debt Indenture and any applicable
Supplemental Indenture Pogo Producing Company related thereto have been duly
authorized and validly executed and delivered by each of the parties thereto;
(ii) the Subordinated Debt Indenture has been duly qualified under the Trust
Indenture Act of 1939, as amended; (iii) the Board has taken all necessary
corporate action

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to approve and establish the terms of such Debt Securities, to approve the
issuance thereof and the terms of the offering thereof and related matters; and
(iv) such Debt Securities have been duly executed, authenticated, issued and
delivered in accordance with both the provisions of the Subordinated Debt
Indenture and any applicable Supplemental Indenture relating thereto and either
(a) the provisions of the applicable definitive purchase, underwriting or
similar agreement approved by the Board upon payment of the consideration
therefor provided for therein or (b) upon conversion, exchange, redemption or
exercise of any other Security, in accordance with the terms of such Security or
the instrument governing such Security providing for such conversion, exchange,
redemption or exercise as approved by the Board, for the consideration approved
by the Board, such Debt Securities will constitute legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms, except as the enforceability thereof is subject to the effect of
(i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
other laws relating to or affecting creditors' rights generally and (ii) general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).



     7.   With respect to the Warrants, when (i) the Board has taken all
necessary corporate action to approve the creation of and the issuance and terms
of the Warrants, the terms of the offering thereof and related matters; (ii) the
Warrant Agreement or Agreements relating to the Warrants have been duly
authorized and validly executed and delivered by the Company and the Warrant
Agent appointed by the Company; and (iii) the Warrants or certificates
representing the Warrants have been duly executed, countersigned, registered and
delivered in accordance with the appropriate Warrant Agreement or Agreements and
the applicable definitive purchase, underwriting or similar agreement approved
by the Board upon payment of the consideration therefor provided for therein,
the Warrants will be duly authorized and validly issued and will constitute
legal, valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, except as the enforceability thereof is
subject to the effect of (i) bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other laws relating to or affecting
creditors' rights generally and (ii) general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at
law).


     I hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to
the Registration Statement. I also consent to the reference to me under the
caption "Legal Matters" in each of the Prospectuses forming a part of the
Registration Statement. 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 Commission promulgated thereunder.


                                        Very truly yours,



                                        /s/ Gerald A. Morton