September 20, 1996  


Chesapeake Energy Corporation
6100 North Western
Oklahoma City, Oklahoma 73118

                           Re:  Registration Statement on Form
                                S-3 

Ladies and Gentlemen:

          We have examined the Registration Statement to be filed
with the Securities and Exchange Commission by Chesapeake Energy
Corporation (the "Company") with respect to resales of shares (the
"Shares") of common stock, par value $.10 per share (the "Common
Stock") by the selling shareholders named therein.  We have also
examined certain corporate records of the Company and have made
such other investigations as we have deemed appropriate in order to
render the opinions expressed herein.

          Based upon the foregoing, we are of the opinion that:

          1.   The Company is a corporation duly organized and
validly existing under the laws of the State of Delaware; and 

          2.   The Shares have been validly issued and are fully
paid and nonassessable.

          We hereby consent to the inclusion of this opinion as an
exhibit to the Registration Statement and to the reference to our
firm under the caption "Legal Matters" in the Prospectus which is
a part of the Registration Statement.

                                Very truly yours,

                                McAFEE & TAFT A PROFESSIONAL CORPORATION

                                McAFEE & TAFT A Professional
                                Corporation