EXHIBIT 5.1




                                January 28, 2003

PetroQuest Energy, Inc.
400 E. Kaliste Saloom Road, Suite 6000
Lafayette, Louisiana  70508

         Re:   PetroQuest Energy, Inc. Registration Statement on Form S-8; 1998
               Incentive Plan

Gentlemen:

         We have acted as counsel to PetroQuest Energy, Inc., a Delaware
corporation (the "Company"), in connection with the preparation for filing with
the Securities and Exchange Commission of a Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended. The
Registration Statement relates to the registration of an additional 503,607
shares (the "Shares") of the Company's common stock, par value $.001 per share
(the "Common Stock"), issuable pursuant to the Company's 1998 Incentive Plan
(the "Plan").

         We have examined the Plan and such corporate records, documents,
instruments and certificates of the Company, and have reviewed such questions of
law as we have deemed necessary, relevant or appropriate to enable us to render
the opinion expressed herein. In such examination, we have assumed without
independent investigation the authenticity of all documents submitted to us as
originals, the genuineness of all signatures, the legal capacity of all natural
persons, and the conformity of any documents submitted to us as copies to their
respective originals. As to certain questions of fact material to this opinion,
we have relied without independent investigation upon statements or certificates
of public officials and officers of the Company.

         Based upon such examination and review, we are of the opinion that the
Shares have been duly and validly authorized and will, upon issuance and
delivery as contemplated by the Plan, be validly issued, fully paid and
nonassessable outstanding shares of Common Stock.

         This Firm consents to the filing of this opinion as an exhibit to the
Registration Statement.


                                               Very truly yours,

                                               /s/ Porter & Hedges, L.L.P.

                                               PORTER & HEDGES, L.L.P.