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                                                                     EXHIBIT 5

                      [VINSON & ELKINS L.L.P. LETTERHEAD]



                                  July 28, 1999


Stone Energy Corporation
P. O. Box 52807
Lafayette, Louisiana 70505

Ladies and Gentlemen:

         We have acted as counsel for Stone Energy Corporation, a Delaware
corporation (the "Company"), with respect to certain legal matters in connection
with the registration by the Company under the Securities Act of 1933, as
amended (the "Securities Act"), of the offer and sale of securities by the
Company from time to time, pursuant to Rule 415 under the Securities Act,
including shares of common stock, $.01 par value per share, of the Company with
attached share purchase rights (the "Common Stock"), pursuant to the Company's
Registration Statement on Form S-3 (File No. 333-79733) filed with the
Securities and Exchange Commission (the "Commission") on June 9, 1999 and
declared effective by the Commission on July 9, 1999 (the "Registration
Statement"), and the proposed sale of 2,750,000 shares of Common Stock, plus up
to 412,500 additional shares to cover over-allotments (the "Shares"), as
described in a Prospectus Supplement dated July 28, 1999 filed with the
Commission pursuant to Rule 424(b)(5) of the Commission (the "Prospectus
Supplement").

         Before rendering our opinions hereinafter set forth, we examined such
certificates, instruments and documents, including the definitive underwriting
agreement with respect to the sale of the shares (the "Purchase Agreement")
filed as exhibits to the Registration Statement, and we reviewed such questions
of law, as we considered appropriate.

           Based upon the foregoing examination and review, we are of the
opinion that the shares are duly authorized and, when issued and delivered to
and paid for by the underwriters in accordance with the terms of the Purchase
Agreement,  will be validly issued, fully paid and nonassessable.

         The foregoing opinions are limited to the laws of the United States of
America and to the General Corporation Law of the State of Delaware.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus Supplement
forming a part of the Registration Statement under the caption "Legal Matters."
In giving this consent, we do not admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act and the
rules and regulations thereunder.


                                 /s/ Vinson & Elkins L.L.P.