EXHIBIT 5.1


                                 August 22, 2003


Noble Energy, Inc.
100 Glenborough, Suite 100
Houston, Texas  77067

          Re:  NOBLE ENERGY, INC. 1992 STOCK OPTION AND RESTRICTED STOCK PLAN
               AND FORM S-8 REGISTRATION STATEMENT

Ladies and Gentlemen:

         We have acted as counsel for Noble Energy, Inc., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended (the "1933 Act"), of 5,250,000 shares of the Company's Common
Stock, par value $3.33 1/3 per share (the "Shares"), for issuance and sale
pursuant to the Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan,
as amended (the "Plan").

         We have participated in the preparation of the Company's Registration
Statement on Form S-8 (the "Registration Statement"), filed on this date with
the Securities and Exchange Commission, relating to the registration of the
Shares under the 1933 Act.

         In connection with the foregoing, we have examined the originals or
copies, certified or otherwise authenticated to our satisfaction, of the Plan,
the Registration Statement and such corporate records of the Company,
certificates of public officials and 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 the Shares, when issued in accordance with the provisions of the
Plan, will be legally issued, fully paid and nonassessable.

         We consent to the use of this opinion as an exhibit to the Registration
Statement being filed on this date and to the reference to our firm in the
prospectus distributed by the Company in connection therewith.


                                                     Respectfully submitted,

                                                     THOMPSON & KNIGHT LLP