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                                                                     EXHIBIT 5.1



                      [Andrews & Kurth L.L.P. Letterhead]





                                 April 20, 1998

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

Gentlemen:

                 We have acted as counsel to Chesapeake Energy Corporation, an
Oklahoma corporation (the "Company"), in connection with the Company's
Registration Statement on Form S-3 (the "Registration Statement") relating to
the registration under the Securities Act of 1933, as amended (the "Act"), of
the offering by the selling stockholders named in the Registration Statement of
up to 6,683,129 shares of the Company's common stock, $.01 par value (the
"Shares").

                 In connection herewith, we have examined copies of such
statutes, regulations, corporate records and documents, certificates of public
and corporate officials and other agreements, contracts, documents and
instruments as we have deemed necessary as a basis for the opinion hereafter
expressed.  In such examination, we have assumed the genuineness of all
signatures, 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.  We have also relied, to the extent we deem such reliance proper, upon
information supplied by officers and employees of the Company with respect to
various factual matters material to our opinion.

                 Based on the foregoing and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares have
been duly authorized and are validly issued, fully paid and nonassessable.

                 We hereby consent to the use of this opinion as an exhibit to
the Registration Statement and to the use of our name under the heading "Legal
Matters" in the Registration Statement.

                                        Very truly yours,

                                        /s/ Andrews & Kurth L.L.P.



1198/1173/2677