OPINION OF HAYNES AND BOONE, LLP

Exhibit 5.1

HAYNES AND BOONE, LLP
1000 Louisiana Street, Suite 4300
Houston, Texas 77002
(713) 547-2000

March 3, 2003

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

Gentlemen:

We have acted as counsel to VAALCO Energy, Inc., a Delaware corporation
(the "Company"), in connection with the preparation of the Registration
Statement on Form S-8 (the "Registration Statement") which relates to 980,000
shares of the Company's Common Stock, par value $0.10 per share (the "Common
Stock") subject to issuance on the exercise of options granted, or to be
granted, under the W. Russell Scheirman, II Employment Agreement and Robert L.
Gerry, III Employment Agreement (the "Plans").

In connection therewith, we have examined (i) the Certificate of
Incorporation and the Bylaws of the Company, each as amended; (ii) the Plans;
and (iii) such other documents, corporate records, certificates and other
instruments as we have deemed necessary for the expression of the opinions
contained herein.

In making the foregoing examination, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals,
and the conformity to original documents of all documents submitted to us as
certified or photostatic copies. Furthermore, we have assumed that prices paid
for shares of Common Stock will equal or exceed the par value per share of the
Common Stock. As to questions of fact material to this opinion, where such facts
have not been independently established, and as to the content and form of the
Certificate of Incorporation (as amended), Bylaws (as amended), Plans, minutes,
records, resolutions and other documents or writings of the Company, we have
relied, to the extent we deem reasonably appropriate, upon representations or
certificates of officers or directors of the Company and upon documents, records
and instruments furnished to us by the Company, without independent check or
verification of their accuracy.

Based upon the foregoing, and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the 980,000
shares of Common Stock covered by the Registration Statement, which may be
issued from time to time pursuant to the purchase of shares of Common Stock in
accordance with the terms of the Plans, have been duly authorized for issuance
by the Company, and, when so issued in accordance with the respective terms and
conditions of the Plans, will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement.


Very truly yours,

/s/ HAYNES AND BOONE, LLP

Haynes and Boone, LLP