1
                                                                     Exhibit 5.1




(214) 969-1700

                                 June 25, 1997


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
850,000 shares of the Company's Common Stock, $.01 par value per share (the
"Shares"), for issuance under the Company's 1996 Incentive Plan (the "Plan").

         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 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 the Shares, when issued and delivered 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






                                      II-6