Law Offices
                          McAfee & Taft
                    A Professional Corporation
                Tenth Floor, Two Leadership Square
                        211 North Robinson
                Oklahoma City, Oklahoma 73102-7101
                          (405) 235-9621     
                        Fax (405) 235-0439                       


                           May 16, 1996



Chesapeake Energy Corporation
6104 North Western
Oklahoma City, Oklahoma  73118

Gentlemen:

          We have reviewed the Certificate of Incorporation of
Chesapeake Energy Corporation, a Delaware corporation (the
"Company"), as amended, and the Company's By-laws, as amended, and
the Company's Registration Statement on Form S-3 (the "Registration
Statement") to which this opinion is an Exhibit, and have generally
conducted such investigations as we have deemed appropriate to
satisfy ourselves with respect to the opinions expressed herein.

          Based upon the foregoing, it is our opinion that:  

          1.   The Company is duly incorporated and validly
existing under the laws of the State of Delaware, with full power
and authority to own its properties and to conduct its business as
described in the preliminary prospectus contained in the Registration 
Statement.

          2.   The shares of Common Stock described in, and to be
offered and sold upon the terms contained in the Registration
Statement have been validly authorized, duly issued under the
Securities Act and are fully paid and non-assessable.

          Consent is hereby given to the inclusion of this opinion
in the Registration Statement as part of an application for
registration of Common Stock with the Securities and Exchange
Commission and with each and any state regulatory body or
commission, and to the use of our name in any prospectus in
connection therewith.  Consent is also hereby given to the
incorporation by reference of this opinion into a subsequent
registration statement filed by the Company pursuant to the
provisions of Rule 462(b) promulgated under the Securities Act with
respect to the Common Stock.

                                Very truly yours,

                                McAFEE & TAFT A PROFESSIONAL CORPORATION

                                McAfee & Taft A Professional Corporation