EXHIBIT 5.1


OPINION OF BUTLER & BINION, L.L.P.


July 14, 1998


VAALCO Energy, Inc.
4600 Post Oak Place, Suite 309
Houston, Texas 77027

RE: REGISTRATION STATEMENT ON FORM S-3

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-3 to be filed by you
with the Securities and Exchange Commission on or about July 14, 1998 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of a total of 5,745,325 shares of your
Common Stock (the "Shares"), to be offered for sale by the Selling Stockholders
named therein. We understand that the shares are to be sold by the Selling
Stockholders to the public as described in the Registration Statement. As legal
counsel for VAALCO Energy, Inc., we have examined the proceedings taken, and are
familiar with the proceedings proposed to be taken, by you in connection with
the sale and issuance of the Shares.

It is our opinion that, upon completion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares and assuming the conversion of certain warrants in accordance with their
terms, the Shares, when sold in the manner described in the Registration
Statement and in accordance with the resolutions adopted by the Board of
Directors of the Company, will be legally and validly issued, fully paid and
nonassessable.

We consent to the use of this opinion as an exhibit to the Registration
Statement, including the prospectus constituting a part thereof, and further
consent to the use of our name wherever it appears in the Registration Statement
and any amendments thereto.

Very truly yours,


/s/ Butler & Binion, L.L.P.

BUTLER & BINION, L.L.P.