[LETTERHEAD OF BAKERBOTTS LLP]

                                                                     EXHIBIT 5.1

                                                                  April 25, 2003

Cleco Corporation
2030 Donahue Ferry Road
Pineville, Louisiana  71360-5226

Ladies and Gentlemen:

     We have acted as counsel for Cleco Corporation, a Louisiana corporation
(the "Company"), in connection with its offering and sale of $100,000,000
aggregate principal amount of 7.000% Notes due May 1, 2008 (the "Notes"), which
offering and sale have been registered by the Company's Registration Statement
on Form S-3 (Registration No. 333-33098) (the "Registration Statement"), filed
by the Company with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act"), relating to
the proposed issuance and sale from time to time of up to $200,000,000 in
aggregate principal amount of the Company's unsecured debt securities. The
Company will issue the Notes under the Indenture, dated as of May 1, 2000,
between the Company and Bank One, N.A., as supplemented and amended (the
"Indenture").

     In our capacity as your counsel in the connection referred to above, we
have examined as a basis for the opinion hereinafter expressed (i) the Articles
of Incorporation and Bylaws of the Company, each as amended to date, (ii) the
Indenture, (iii) originals or copies certified or otherwise identified of
corporate records of the Company, including minute books of the Company as
furnished to us by the Company and (iv) certificates of public officials and of
representatives of the Company and statutes and other instruments or documents.
In giving such opinion, we have relied upon certificates of officers of the
Company with respect to the accuracy of the material factual matters contained
in such certificates. In making our examination, we have assumed that all
signatures on documents examined by us are genuine, that all documents submitted
to us as originals are authentic and that all documents submitted to us as
certified or photostatic copies conform with the original copies of such
documents.

     On the basis of the foregoing, and subject to the assumptions, limitations
and qualifications set forth herein, we are of the opinion that:

     The Notes will, when they have been duly executed and authenticated in
accordance with the Indenture, and delivered against payment of the
consideration therefor determined in accordance with the Terms Agreement
(incorporating by reference the terms of an Underwriting Agreement relating to
debt securities) among the Company, BNY Capital Markets, Inc., Banc One Capital
Markets, Inc., Hibernia Southcoast Capital, Inc. and Morgan Keegan & Company,
Inc. dated April 23, 2003, constitute legal, valid and binding obligations of
the Company, enforceable against the Company in accordance with their terms,
except as such



Cleco Corporation                     2                           April 25, 2003

enforceability is subject to the effect of any applicable bankruptcy,
insolvency, reorganization or other law relating to or affecting creditors'
rights generally and to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

     The opinion set forth above is limited in all respects to matters of
federal law of the United States of America and contract law of the State of New
York as in effect on the date hereof. At your request, this opinion is being
furnished to you for filing as Exhibit 5 (opinion regarding legality) to the
Company's current report on Form 8-K reporting the offering of the Notes. In
giving such opinion, we do not concede that we are within the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission promulgated thereunder.

                                                      Very truly yours,

                                                      /s/ Baker Botts L.L.P.