[BAKER BOTTS LLP LETTERHEAD]


                                                                     EXHIBIT 5.1

                                                               November 14, 2003

Encore Acquisition Company
777 Main Street, Suite 1400
Fort Worth, Texas 76102

Gentlemen:

         Encore Acquisition Company (the "Company"), a Delaware corporation, has
engaged us to render the opinions we express below in connection with its
offering of up to 9,200,000 shares of common stock, par value $.01 (the
"Shares"), pursuant to the registration statement on Form S-3 (Reg. No.
333-106943) it filed with the Securities and Exchange Commission (the "SEC")
under the Securities Act of 1933 (the "1933 Act"), which relates to its offering
and sale of various securities under the 1933 Act's Rule 415. In this letter,
"Registration Statement" means that registration statement when it became
effective under the 1933 Act.

         For purposes of the opinions we express below, we have examined, among
other agreements, instruments and documents, the following:

         o        the Registration Statement and its exhibits, including the
                  Company's Second Restated Certificate of Incorporation and
                  Bylaws, each as in effect on the date of this letter;

         o        the prospectuses the Registration Statement includes;

         o        the prospectus supplement dated November 13, 2003 that the
                  Company prepared and filed with the SEC on November 14, 2003
                  under the 1933 Act's Rule 424(b)(5) (the "Prospectus
                  Supplement");

         o        the underwriting agreement dated November 13, 2003 between the
                  Company and the underwriters named therein (the "Underwriting
                  Agreement"), relating to the offering and sale of the Shares;
                  and

         o        the resolutions of the Board of Directors of the Company and
                  its Pricing Committee authorizing the issuance of the Shares
                  and approving the terms of the offering and sale of the
                  Shares.

         On the basis of and subject to the foregoing, 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. The Shares, when issued against payment therefor in accordance with
the terms of the Underwriting Agreement, will have been duly authorized and
validly issued and will be fully paid and nonassessable.

         We limit the opinions we express above in all respects to matters of
the laws of the State of Texas, the General Corporation Law of the State of
Delaware and the federal securities laws of the United States of America, each
as in effect on the date hereof.

         We hereby consent to the filing of this opinion of counsel with the SEC
as Exhibit 5.1 to the Company's Current Report on Form 8-K reporting the
offering of the Shares. We also consent to the references to our Firm under the
heading "Legal Opinions" in the Prospectus Supplement and in the prospectuses
forming a part of the Registration Statement. In giving this consent, we do not
hereby admit we are in the category of persons whose written consent Section 7
of the 1933 Act requires to be filed in connection with the Registration
Statement.

                                                     Very truly yours,

                                                     /S/BAKER BOTTS L.L.P.