EXHIBIT 5.1


                                  June 9, 2004

Callon Petroleum Company
200 North Canal Street
Natchez, Mississippi 39120


Re:  Registration Statement on Form S-4; Offer to Exchange $200,000,000
     Aggregate Principal Amount of 9.75% Senior Notes due 2010, Series B, for an
     Equal Principal Amount of 9.75% Senior Notes due 2010, Series A.

Ladies and Gentlemen:

         We have acted as counsel for Callon Petroleum Company, a Delaware
corporation (the "COMPANY"), in connection with the proposed issuance by the
Company of up to $200,000,000 aggregate principal amount of 9.75% Senior Notes
due 2010, Series B (the "EXCHANGE NOTES") in exchange for an equivalent amount
of the Company's outstanding 9.75% Senior Notes due 2010, Series A (the
"EXISTING NOTES"). The terms of the offer to exchange are described in the
Registration Statement on Form S-4 (the "REGISTRATION STATEMENT") filed with the
Securities and Exchange Commission for the registration of the Exchange Notes
under the Securities Act of 1933, as amended (the "ACT"). The Existing Notes
have been, and the Exchange Notes will be, issued pursuant to an indenture dated
as of March 15, 2004 (the "INDENTURE"), between the Company and American Stock
Transfer & Trust Company, as Trustee (the "TRUSTEE").

         In connection with the foregoing, we have examined the Indenture, the
Registration Statement and such corporate records and instruments of the Company
as we have deemed necessary or appropriate for purposes of this opinion.

         In making the foregoing examination, we have assumed the genuineness of
all signatures and the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents submitted
to us as certified or photostatic copies. As to questions of fact material to
this opinion, where such facts have not been independently established, and as
to the content and form of the organizational documents, minutes, records,
resolutions and other documents or writings of the Company, we have relied, to
the extent we deem reasonably appropriate, upon representations or certificates
of officers or directors of the Company and upon documents, records and
instruments furnished to us by the Company, without independent check or
verification of their accuracy.

         We are opining herein as to the effect on the proposed issuance of the
Exchange Notes of the federal laws of the United States, the laws of the State
of Texas, the General Corporation Law of the State of Delaware and the laws of
the State of New York.

                   SPECIFIC LIMITATIONS AND QUALIFICATIONS ON
             OPINIONS REGARDING ENFORCEABILITY OF THE EXCHANGE NOTES

         The enforceability of the Exchange Notes is subject to the effects of
(i) applicable bankruptcy, insolvency, reorganization, moratorium,
rearrangement, liquidation, conservatorship or similar laws and court decisions
of general application (including, without limitation, statutory or other laws
regarding fraudulent or preferential transfers) now or hereafter in effect
relating to or affecting the rights or remedies of creditors




generally, and (ii) general equity principles (regardless of whether enforcement
is sought in a proceeding in equity or law).

         We express no opinion as to the enforceability of provisions of the
Exchange Notes to the extent that such provisions: (i) state that any party's
failure or delay in exercising rights, powers, privileges or remedies under the
Exchange Notes shall not operate as a waiver thereof; (ii) purport to preclude
the amendment, waiver, release or discharge of obligations except by an
instrument in writing; (iii) purport to indemnify any person for (A) such
person's violations of federal or state securities laws or environmental laws,
or (B) any obligation to the extent such obligation arises from or is a result
of such person's own negligence; (iv) purport to establish or satisfy certain
factual standards or conditions; (v) purport to sever unenforceable provisions
from the Exchange Notes, to the extent that the enforcement of remaining
provisions would frustrate the fundamental intent of the parties to such
instrument; (vi) restrict access to legal or equitable remedies; or (vii)
purport to waive any claim arising out of, or in any way related to, the
Exchange Notes.

         We express no opinion as to: (i) whether a court would grant specific
performance or any other equitable remedy with respect to enforcement of any
provision contained in the Exchange Notes; or (ii) the enforceability of any
provision contained in the Indenture relating to the appointment of a receiver,
to the extent that appointment of a receiver is governed by applicable statutory
requirements, and to the extent that such provision may not be in compliance
with such requirements.

         We express no opinion as to: (a) any provisions of the Exchange Notes
or the Indenture regarding the remedies available to any person (i) to take
action that is arbitrary, unreasonable or capricious or is not taken in good
faith or in a commercially reasonable manner, whether or not such action is
permitted by the Exchange Notes or the Indenture or (ii) for violations or
breaches that are determined by a court to be non-material or without
substantially adverse effect upon the ability of the Company to perform its
material obligations under the Exchanges Notes or the Indenture; or (b) the
provisions of the Exchange Notes or the Indenture that may provide for interest
on interest or penalty interest.

         Based upon the foregoing and subject to the qualifications stated
herein, it is our opinion that, when (i) the Registration Statement has been
declared effective under the Act, (ii) the Existing Notes have been validly
exchanged by the Company, and (iii) when the Exchange Notes have been executed
and delivered by the Company and authenticated by the Trustee, all in accordance
with the terms of the Indenture and the Registration Statement, the Exchange
Notes will constitute binding obligations of the Company.

         To the extent that the obligations of the Company under the Indenture
may be dependent upon such matters, we assume for purposes of this opinion that
the Trustee is duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization; that the Trustee is duly qualified to
engage in the activities contemplated by the Indenture; that the Indenture has
been duly authorized, executed and delivered by the Trustee and constitutes the
legally valid and binding obligation of the Trustee, enforceable against the
Trustee in accordance with its terms; that the Trustee is in compliance,
generally and with respect to acting as a trustee under the Indenture, with all
applicable laws and regulations; and that the Trustee has the requisite
organizational and legal power and authority to perform its obligations under
the Indenture.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained therein under
the heading "Legal Matters."

                                               Very truly yours,


                                               HAYNES AND BOONE, L.L.P.


                                      -2-