1
                        [ANDREWS & KURTH LETTERHEAD]

                                                                     EXHIBIT 5.1





                                 March 24, 1998

Board of Directors
Chesapeake Energy Corporation
6100 North Western Avenue
Oklahoma City, Oklahoma 73118

Gentlemen:

                 We have acted as special counsel to Chesapeake Energy
Corporation, an Oklahoma corporation ("Chesapeake"), in connection with the
Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement on
Form S-4 (File No. 333-46129) relating to the registration under the Securities
Act of 1933, as amended, of the issuance by Chesapeake of up to 1,159,768
shares (the "Shares") of common stock, par value $0.01 per share, of Chesapeake
(the "Common Stock") pursuant to the Replacement Option Agreements (as defined
below).  The Shares are to be issued to former holders of Common Stock of
Hugoton Energy Corporation, a Kansas corporation ("Hugoton"), in connection
with the merger of Chesapeake Acquisition Corp., a Kansas corporation and an
indirect wholly owned subsidiary of Chesapeake ("Merger Sub"), with and into
Hugoton with Hugoton as the surviving corporation (the "Merger").  Pursuant to
the Merger, all options ("Hugoton Options") issued and outstanding under the
employee benefit plans of Hugoton, which became a wholly owned subsidiary of
the Registrant, became immediately vested and exercisable and were assumed by
Chesapeake pursuant to the replacement options agreements (the "Replacement
Option Agreements") and the right to receive one share of common stock of
Hugoton upon exercise of the Hugoton Options was converted into the right to
receive 1.3 shares of Common Stock of Chesapeake.

                 As the basis for the opinion hereinafter expressed, we have
examined such statutes, regulations, corporate records and documents,
certificates of corporate and public officials and other instruments as we have
deemed necessary or advisable for the purposes of this opinion.  In such
examination, we have assumed the authenticity of all documents submitted to us
as originals and the conformity with the original documents of all documents
submitted to us as copies.

                 Based on the foregoing and on such legal considerations as we
deem relevant, we are of the opinion that the Shares have been validly
authorized, and that such Shares will, when issued and delivered in accordance
with the terms of the Replacement Option Agreements, will be validly issued,
fully paid and non-assessable.

                 We hereby consent to the use of this opinion as an exhibit to
the Registration Statement.

                                        Very truly yours,


                                        /s/ ANDREWS & KURTH L.L.P.



1210/2397/2677