EXHIBIT 5.1



                       [VINSON & ELKINS L.L.P. LETTERHEAD]


                                 May 31, 2002


Stone Energy Corporation
625 E. Kaliste Saloom Road
Lafayette, Louisiana  70508

Ladies and Gentlemen:


     We  have  acted  as  counsel  for  Stone  Energy  Corporation,  a  Delaware
corporation (the "Company"), with respect to certain legal matters in connection
with the  registration  by the  Company  under the  Securities  Act of 1933,  as
amended (the  "Securities  Act"), of the offer and sale by the Company from time
to time,  pursuant to Rule 415 under the  Securities  Act, of (i) unsecured debt
securities,  in one or more series,  consisting  of notes,  debentures  or other
evidences of indebtedness (the "Debt Securities"),  (ii) shares of common stock,
$.01 par value per share, of the Company (the "Common Stock"),  and (iii) shares
of preferred  stock,  $.01 par value per share,  of the Company,  in one or more
series (the "Preferred  Stock").  The aggregate  initial  offering prices of the
Debt Securities, Common Stock and Preferred Stock offered by the Company thereby
(the  "Securities")  will  not  exceed  $500,000,000  or,  if  applicable,   the
equivalent  thereof in any other currency or currency unit. The Securities  will
be  offered in  amounts,  at prices  and on terms to be  determined  in light of
market  conditions at the time of sale and to be set forth in supplements to the
Prospectus  contained in the  Company's  Registration  Statement on Form S-3, as
amended, relating to the Securities (the "Registration Statement") to which this
opinion is an exhibit.


     Before  rendering  our opinions  hereinafter  set forth,  we examined  such
certificates,  instruments  and  documents,  including  forms of the  Indentures
incorporated  by reference  as exhibits to the  Registration  Statement,  and we
reviewed such questions of law, as we considered appropriate.

     Based upon the  foregoing  examination  and  review,  we are of the opinion
that:

     (i)  When (a) the  Registration  Statement has become  effective  under the
          Securities  Act,  (b) the  terms of any Debt  Securities  and of their
          issuance and sale have been duly  established  in conformity  with the
          applicable Indenture so as not to violate any applicable law or result
          in a default under or breach of any  agreement or  instrument  binding
          upon  the  Company  and  so as to  comply  with  any  requirements  or
          restriction   imposed  by  any  court  or  governmental   body  having
          jurisdiction  over the Company,  and (c) the Debt Securities have been
          duly  executed and  authenticated  in accordance  with the  applicable
          Indenture  and issued  and sold as  contemplated  in the  Registration
          Statement,  the Debt  Securities  will  constitute  valid and  legally
          binding obligations of the Company, subject to bankruptcy,  insolvency
          (including,  without  limitation,  all  laws  relating  to  fraudulent
          transfers), reorganization, moratorium and similar laws relating to or
          affecting   creditors'  rights  generally  and  to  general  equitable
          principles,  and any shares of Common Stock issued upon  conversion of
          any such Debt  Securities  will be duly  authorized,  validly  issued,
          fully paid and nonassessable.

     (ii) When (a) the  Registration  Statement has become  effective  under the
          Securities  Act, (b) the terms of the issuance of any shares of Common
          Stock or any  series of  Preferred  Stock to be issued and sold by the
          Company pursuant to the  Registration  Statement have been established
          by the Board of Directors of the Company (or a committee thereof), and
          (c) such  shares  have been  issued  and sold as  contemplated  in the
          Registration  Statement,  all  such  shares  will be duly  authorized,
          validly issued, fully paid and nonassessable.


     The  foregoing  opinions  are  limited to the laws of the United  States of
America,  the laws of the State of New York and the General  Corporation  Law of
the State of Delaware.


     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement and to the use of our name in the  Prospectus  forming a
part of the Registration  Statement under the caption "Legal Matters." In giving
this  consent,  we do not admit that we are within the category of persons whose
consent is  required  under  Section 7 of the  Securities  Act and the rules and
regulations thereunder.

                                                 /s/ Vinson & Elkins L.L.P.