EXHIBIT 5

                       [Letterhead of Baker Botts L.L.P.]


                                                                   May 23, 2000



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


Ladies and Gentlemen:

     As set forth in the Registration  Statement on Form S-8 (the  "Registration
Statement") to be filed by Cabot Oil & Gas Corporation,  a Delaware  corporation
(the  "Company"),   with  the  Securities  and  Exchange  Commission  under  the
Securities  Act of 1933,  as amended,  relating to the issuance of an additional
1,000,000 shares of the Company's Class A common stock, par value $.10 per share
(the "Common Stock"), in connection with the Company's Amended and Restated 1994
Long-Term  Incentive  Plan and an additional  200,000  shares of Common Stock in
connection  with the Company's  Amended and Restated 1994  Nonemployee  Director
Stock Option Plan (collectively, the "Plans"), we are passing upon certain legal
matters in connection with such 1,200,000  shares of Common Stock (the "Shares")
for the Company.  At your  request,  we are  furnishing  this opinion to you for
filing as Exhibit 5 to the Registration Statement.

     In our capacity as your  counsel in the  connection  referred to above,  we
have  examined  the Plans,  the  Certificate  of  Incorporation  and Amended and
Restated  Bylaws of the  Company  and the  originals,  or copies,  certified  or
otherwise  identified,  of corporate  records of the Company,  including  minute
books of the Company as furnished to us by the Company,  certificates  of public
officials and of representatives of the Company,  statutes and other instruments
and documents as a basis for the opinions hereinafter expressed.  In giving such
opinions,  we have  relied upon  certificates  of officers of the Company and of
public  officials with respect to the accuracy of the material  factual  matters
contained in such certificates.

     Based on our examination as aforesaid, we are of the opinion that:

1.   The Company is a corporation duly incorporated and validly existing in good
     standing under the laws of the State of Delaware.



2.   Upon the issuance by the Company of the Shares  pursuant to the  provisions
     of each of the Plans and receipt of any consideration therefore provided in
     the applicable Plan, such Shares will be duly  authorized,  validly issued,
     fully paid and nonassessable.


     We hereby  consent  to the  filling  of this  opinion  as an exhibit to the
Registration Statement.

                                             Very truly yours,


                                             /s/ Baker Botts L.L.P.