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                                                                     EXHIBIT 5.1

                       [Letterhead of Baker Botts L.L.P.]

                                                                     May 6, 2002



Cleco Power LLC
2030 Donahue Ferry Road
Pineville, Louisiana  71360-5226

Ladies and Gentlemen:

     We have acted as counsel for Cleco Power LLC, a Louisiana limited liability
company (the "Company"), in connection with its offering and sale of $50,000,000
aggregate principal amount of 6.05% Insured Quarterly Notes due June 1, 2012
(the "IQ Notes"), which offering and sale have been registered by the Company's
Registration Statement on Form S-3 (Registration No. 333-52540) (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 IQ Notes under the Indenture, dated
as of October 1, 1988, between the Company (as successor thereunder to Cleco
Utility Group Inc. (formerly known as Central Louisiana Electric Company, Inc.))
and The Bank of New York (as successor thereunder to Bankers Trust Company), 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 Organization, Initial Report and Operating Agreement of the Company, each as
amended to date, (ii) the Indenture, (iii) originals or copies certified or
otherwise identified of corporate and limited liability company 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.
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Cleco Power LLC                      - 2 -                           May 6, 2002


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

     The IQ 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 Underwriting Agreement
among the Company, Edward D. Jones & Co., L.P. and A.G. Edwards & Sons, Inc.
dated May 6, 2002, constitute legal, valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms, except
as such 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 IQ 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.