1
                                                                     EXHIBIT 5.1


March 4, 1999                                        Direct Dial: [214] 651-5553
                                                              boeingw@hayboo.com


Venus Exploration, Inc.
1250 N.E. Loop 410
Suite 1000
San Antonio, Texas  78209


Re:  Registration Statement on Form S-3 of 1,100,000 shares of common stock, par
     value $.01 per share, of Venus Exploration, Inc. ("Common Stock")

Gentlemen:

We are securities counsel to Venus Exploration, Inc., a Delaware corporation
(the "Company"), in connection with the registration of approximately 1,100,000
shares of Common Stock (the "Shares") issued to Stratum Group, L.P. in an
unregistered transaction as described in the Prospectus.

We have examined such documents, records and matters of law as we have deemed
necessary for purposes of this opinion. Based on the foregoing, we are of the
opinion that the Shares are duly authorized and the Shares are validly issued,
fully paid and nonassessable.

In rendering the foregoing opinion, we have relied as to certain factual matters
upon certificates of officers of the Company and public officials, and we have
not independently checked or verified the accuracy of the statements contained
therein.

We hereby consent to the filing of this opinion as Exhibit 5.1 to this
Registration Statement on Form S-3 filed by the Company to effect registration
of the Shares under the Securities Act of 1933, as amended, and to the reference
to us under the caption "Legal Matters" in the Prospectus constituting a part of
such Registration Statement.


Very truly yours,

/s/ HAYNES AND BOONE, LLP

Haynes and Boone, LLP