Exhibit 5.1


(214) 969-1700

                                August 24, 1998


Titan Exploration, Inc.
500 West Texas, Suite 500
Midland, Texas 79701

     Re:  Registration Statement on Form S-8

Dear Ladies and Gentlemen:

     We have acted as counsel for Titan Exploration, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of an aggregate of
200,000 shares of the Company's Common Stock, $.01 par value per share (the
"Shares"), for issuance under the Titan 401(k) Plan (the "Plan") and of an
indeterminate amount of interests in the Plan (the "Interests").

     We have participated in the preparation of the Company's Registration
Statement on Form S-8 (the "Registration Statement"), filed with the Securities
and Exchange Commission, relating to the registration of the Shares and the
Interests under the Securities Act.

     In connection with the foregoing, we have examined the originals or copies,
certified or otherwise authenticated to our satisfaction, of the resolutions of
the Company's Board of Directors establishing the Plan, the Registration
Statement and such corporate records of the Company, certificates of officers of
the Company, and other instruments and documents as we have deemed necessary to
require as a basis for the opinion hereinafter expressed.  As to various
questions of fact material to such opinion, we have, where relevant facts were
not independently established, relied upon statements of officers of the Company
whom we believe to be responsible.

     Based upon the foregoing and in reliance thereon, we advise you that in our
opinion (i) the Shares, when issued and delivered in accordance with the
provisions of the Plan, will be legally issued, fully paid and nonassessable,
and (ii) the Interests, when offered and issued in accordance with the
provisions of the Plan, will be legally issued, fully paid and nonassessable.

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

                                 Respectfully submitted,

                                 THOMPSON & KNIGHT,
                                 A Professional Corporation


                                 By:     /s/ Joe Dannenmaier
                                      -------------------------
                                      Joe Dannenmaier, Attorney