EXHIBIT 5.1

           LEGAL OPINION OF McAFEE & TAFT A PROFESSIONAL CORPORATION

                         [Letterhead of McAfee & Taft]

                                (405) 235-9621

                                 July 15, 1999

Devon Delaware Corporation
20 North Broadway
Suite 1500
Oklahoma City, Oklahoma 73102-8260

Ladies and Gentlemen:

        We have acted as counsel to Devon Delaware Corporation (the "Company"),
a Delaware corporation and a wholly-owned subsidiary of Devon Energy Corporation
("Devon"), an Oklahoma corporation, in connection with the merger of Devon
Oklahoma Corporation ("Devon Oklahoma"), an Oklahoma corporation and a
wholly-owned subsidiary of the Company, with and into Devon, and the subsequent
merger of PennzEnergy Company, a Delaware corporation ("PennzEnergy"), with and
into Devon (collectively, the "Mergers") pursuant to the Amended and Restated
Agreement and Plan of Merger dated as of May 19, 1999 (the "Merger Agreement").
This opinion letter is furnished to you in connection with a registration
statement on Form S-4 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, for the registration of up to 70,306,237 shares of common stock, $0.10
par value per share (the "Shares"), of the Company to be issued in the Mergers
in accordance with the terms of the Merger Agreement.

        We have examined, and have relied as to matters of fact upon, an
executed copy of the Merger Agreement, the Registration Statement, and
originals, or duplicates or certified or conformed copies, of such records,
agreements, instruments and other documents and such certificates of public
officials and of officers and representatives of the Company, and have made such
other and further investigations, as we have deemed relevant and necessary in
connection with the opinions expressed herein.


        In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as duplicates or certified or conformed copies, and
the authenticity of the originals of such latter documents.

        Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that the Shares, when issued in
the Mergers in accordance with the terms of the Merger Agreement, will be duly
authorized, validly issued, fully paid and nonassessable.

        We hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement. We also consent to the reference to this firm
appearing in the Registration Statement under the caption "Legal Matters."

        We are members of the Bar of the State of Oklahoma, and we do not
express any opinion herein concerning any law other than the laws of the State
of Oklahoma and the Delaware General Corporation Law.

                                        Very truly yours,


                                        McAfee & Taft A Professional Corporation