EXHIBIT 5.1

                             HAYNES AND BOONE, LLP.
                        1000 Louisiana Street, Suite 4300
                              Houston, Texas 77002
                                 (713) 547-2000

                                October 21, 2002

Callon Petroleum Company
200 North Canal Street
Natchez, Mississippi 39120

Gentlemen:

         We have acted as counsel to Callon Petroleum Company, a Delaware
corporation (the "COMPANY"), in connection with the preparation of the
Registration Statement on Form S-8 (the "REGISTRATION STATEMENT") which relates
to the registration of shares of the Company's common stock, $.01 par value per
share (the "COMMON Stock"), issuable pursuant to the Company's 2002 Stock
Incentive Plan (the "PLAN").

         In connection therewith, we have examined (i) the Certificate of
Incorporation and the Bylaws of the Company, each as amended; (ii) the Plan; and
(iii) such other documents, corporate records, certificates and other
instruments as we have deemed necessary for the expression of the opinions
contained herein.

         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. Furthermore, we have assumed that
prices paid for shares of Common Stock will equal or exceed the par value per
share of the Common Stock. 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 Certificate of Incorporation (as amended), Bylaws (as amended),
Plan, 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.

         Based upon the foregoing, and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the 350,000
shares of Common Stock covered by the Registration Statement, which may be
issued from time to time pursuant to the purchase of shares of Common Stock in
accordance with the terms of the Plan, have been duly authorized for issuance by
the Company, and, when so issued in accordance with the respective terms and
conditions of the Plan, will be validly issued, fully paid and nonassessable.

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

                                          Very truly yours,

                                          /s/ Haynes and Boone, LLP

                                          Haynes and Boone, LLP