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                                                                 EXHIBIT 5     
                               
                            September 18, 1996     
   
Destec Energy, Inc.     
   
2500 CityWest Boulevard, Suite 150     
   
Houston, Texas 77042     
   
Ladies and Gentlemen:     
   
We have acted as counsel to Destec Energy, Inc., a Delaware corporation (the
"Company"), in connection with the Company's offer to rescind (the "Rescission
Offer") sales of 299,063 shares of its common stock, $.01 par value per share
(the "Shares"), made pursuant to the 1993-1994 Destec Energy, Inc. Employees'
Stock Purchase Plan, the 1994-1995 Destec Energy, Inc. Employees' Stock
Purchase Plan and the 1995-1996 Destec Energy, Inc. Employees' Stock Purchase
Plan (collectively, the "Plans"). The Company has filed with the Securities
and Exchange Commission (the "Commission") a Registration Statement on Form S-
3 (Registration No. 333-11073) with respect to the Rescission Offer (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act").     
   
We have examined originals or copies of the Registration Statement and of (a)
the Plans, pursuant to which the Shares were originally issued, (b) the
Amended and Restated Certificate of Incorporation and By-laws of the Company,
each as amended to date, (c) certain resolutions of the Board of Directors of
the Company, and (d) such other documents and records as we have deemed
necessary and relevant for the purposes hereof. In addition, we have relied on
certificates of officers of the Company and of public officials and others as
to certain matters of fact relating to this opinion and have made such
investigations of law as we have deemed necessary and relevant as a basis
hereof. We have assumed the genuineness of all signatures, the authenticity of
all documents and records submitted to us as originals, the conformity to
authentic original documents and records of all documents and records
submitted to us as copies and the truthfulness of all statements of fact
contained therein.     
   
Based upon the foregoing and subject to the limitations and assumptions set
forth herein, and having due regard for such legal considerations as we deem
relevant, we are of the opinion that upon completion of the Rescission Offer
as described in the Registration Statement, the Shares outstanding will be
validly issued, fully paid and non-assessable.     
   
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to us under the caption "Validity
of Common Stock" in the Prospectus included in the Registration Statement.
                                             
                                          Very truly yours,     
                                             
                                          Bracewell & Patterson, L.L.P.     
