Exhibit 5.1

                              Baker Botts L.L.P.
                                One Shell Plaza
                                 910 Louisiana
                             Houston, Texas 77002
                                 713-229-1234
                               FAX: 713-229-1522

December 5, 2001

Cabot Oil & Gas Corporation
1200 Enclave Parkway
Houston, Texas  77077

Ladies and Gentlemen:

          As set forth in the Registration Statement on Form S-3 (Registration
No. 333-68350), as amended (the "Registration Statement"), filed with the
Securities and Exchange Commission (the "Commission") by Cabot Oil & Gas
Corporation, a Delaware corporation (the "Company"), under the Securities Act of
1933, as amended (the "Securities Act"), relating to the proposed sale from time
to time by stockholders of the Company of up to 1,999,993 shares of Class A
common stock, par value $.10 per share, of the Company (the "Offered Shares"),
that were issued pursuant to the Agreement and Plan of Merger, dated June 20,
2001, between the Company, COG Colorado Corporation, Cody Company and the
shareholders of Cody Company (the "Merger Agreement"), certain legal matters in
connection with the Offered Shares are being passed upon for the Company by us.
At your request, this opinion is being furnished to you for filing as Exhibit
5.1 to the Registration Statement.

          In our capacity as your counsel in the transaction referred to above,
we have examined the Certificate of Incorporation and the Bylaws of the Company,
each as amended to date, and 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 instruments
or documents, as a basis for the opinion hereinafter expressed.  In giving such
opinion, we have relied upon certificates of officers of the Company with
respect to the accuracy of the material factual matters contained in such
certificates.  In making our examination, we have assumed that all signatures on
all documents examined by us are genuine, that all documents submitted to us as
originals are accurate and complete, that all documents submitted to us as
copies are true and correct copies of the originals thereof and that all
information submitted to us was accurate and complete.

          On the basis of the foregoing, we are of the opinion that the Offered
Shares are duly authorized, have been validly issued, and are fully paid and
nonassessable.

          We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our Firm under the caption "Legal
Opinions" in the prospectus included in the Registration Statement.  In giving
such consent, we do not thereby concede that


Baker Botts LLP
Cabot Oil & Gas Corporation            2                        December 5, 2001



we are within 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,

                                 /s/ Baker Botts L.L.P.

                                 BAKER BOTTS L.L.P.
JDK/ANM