Exhibit 5



                                 July 31, 2001


Kerr-McGee Holdco, Inc.
123 Robert S. Kerr Avenue
Oklahoma City, Oklahoma 73102

         Re:   Form S-8 Registration Statement Covering Securities Issueable
               Under the Kerr-McGee Corporation Savings Investment Plan,
               Kerr-McGee Corporation Employee Stock Ownership Plan and
               HS Resources, Inc. Employee Investment 401(k) and Profit
               Sharing Plan

Gentlemen:

          You have requested my advice with respect to the legality of the
shares of Common Stock, par value $1.00 per share ("Common Stock"), of
Kerr-McGee Holdco, Inc., a Delaware corporation (the "Company"), to be
registered with the Securities and Exchange Commission on a Form S-8
Registration Statement ("Registration Statement") and issuable pursuant to the
Kerr-McGee Corporation Savings Investment Plan, Kerr-McGee Corporation
Employee Stock Ownership Plan and HS Resources, Inc. Employee Investment
401(k) and Profit Sharing Plan (the "Plans").

          In connection with the foregoing request, I or a member of my staff,
have examined the Registration Statement, the Company's Certificate of
Incorporation and Bylaws, as amended to date, corporate minutes, the Plans,
and such other documents and records as I deem necessary to render the
opinions contained herein. I have assumed the genuineness of all signatures
and conformity to original documents of copies of such documents. As to any
facts relevant to my opinion, I have relied upon information given to me by
the Officers of the Company and Others.

          Based on the foregoing, it is my opinion that:

                1.       The Company is in good standing under the laws of
the State of Delaware.

                2.       The authorized but unissued shares of Common
Stock being registered pursuant to the Registration Statement have been
duly authorized by the Company and will, upon being issued under the Plans
as described in the Registration Statement, be validly issued, fully paid
and nonassessable.

          I consent to the use of this opinion as an exhibit to the captioned
Registration Statement.

                                  Sincerely,

                                  /s/ Gregory F. Pilcher

                                  Gregory F. Pilcher
                                  Senior Vice President
                                  General Counsel and Secretary