EXHIBIT 5.1

                        [Vinson & Elkins L.L.P. Letterhead]





                                January 25, 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 the preparation of the Registration
Statement on Form S-4 (the "Registration Statement") filed by the Company with
the Securities and Exchange Commission (the "Commission") in connection with the
registration by the Company under the Securities Act of 1933, as amended (the
"Securities Act"), of the offer and exchange by the Company (the "Exchange
Offer") of $200,000,000 aggregate principal amount of its 8 1/4% Senior
Subordinated Notes due 2011 (the "Initial Notes") for a new series of notes
bearing substantially identical terms and in like principal amount (the
"Exchange Notes"). The Initial Notes and the Exchange Notes are collectively
referred to herein as the "Notes". The Initial Notes are issued, and the
Exchange Notes will be issued, under an Indenture dated as of December 10, 2001
between the Company and JPMorgan Chase Bank, as Trustee (the "Indenture"). The
Exchange Offer will be conducted on such terms and conditions as are set forth
in the Prospectus contained in the Registration Statement to which this opinion
is an exhibit.

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of (i) the Certificate of Incorporation, as amended, and
Restated Bylaws of the Company, (ii) the Indenture and (iii) such other
certificates, documents and other instruments as we considered appropriate for
purposes of the opinions hereafter expressed. In such examination, we have
assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies, and the authenticity of the originals of such latter
documents.

         In connection with this opinion, we have assumed that the Registration
Statement, and any amendments thereto (including post-effective amendments),
will have become effective and the Exchange Notes will be issued and sold in
compliance with applicable federal and state securities laws and in the manner
described in the Registration Statement.

         Based on the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that when the Exchange Notes
have been duly executed, authenticated, issued and delivered in accordance with
the provisions of the Indenture upon the consummation of the Exchange Offer,
such Exchange Notes will be validly issued and will constitute valid and legally
binding obligations of the Company enforceable against the Company in accordance
with their terms.





         Our opinion set forth in the preceding paragraph is subject to (i) the
effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally and (ii) general equitable principles (whether considered in a
proceeding in equity or at law).

         We are further of the opinion that the statements contained in the
Prospectus constituting a part of the Registration Statement under the caption
"CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES," as qualified therein,
constitute an accurate description in general terms of the indicated United
States federal income tax consequences to a holder of the exchange of Initial
Notes for Exchange Notes.

         We are members of the bar of the State of New York. The opinions
expressed herein are limited exclusively to the federal laws of the United
States of America, the laws of the State of New York and the Delaware General
Corporation Law in effect as of the date hereof, and we are expressing no
opinion as to the effect of the laws of any other jurisdiction, domestic or
foreign.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus included therein. By giving such consent, we do not
admit that 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
issued thereunder.

                                              Very truly yours,


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