1
                   [Printed on Helmerich & Payne letterhead]

                                                                     EXHIBIT 5.1




                                  June 14, 2001


Helmerich & Payne, Inc.
1579 East 21st Street
Tulsa, OK  74114

Gentlemen:

         The undersigned has acted as counsel for Helmerich & Payne, Inc. (the
"Company") in connection with a Registration Statement on Form S-8 to be filed
with the Securities and Exchange Commission on June 15, 2001, pursuant to the
Securities Act of 1933, as amended. The Registration Statement relates to the
proposed registration of 3,000,000 shares of the Company's Common Stock, par
value $0.10 per share (the "Common Stock"), issuable by the Company to key
employees of the Company under the Company's 2000 Stock Incentive Plan (the
"Plan"). In connection with such representation of the Company, the undersigned
opines as follows:

         1. The Company has been duly incorporated under the laws of the State
of Delaware, and is validly existing as a corporation in good standing under the
laws of that state.

         2. The authorized stock of the Company consists of 80,000,000 shares of
Common Stock, of which 3,000,000 shares have been reserved for issuance pursuant
to the Plan.

         3. The shares of Common Stock referred to above have been duly and
validly authorized, and such shares will, upon their issuance and delivery in
accordance with the terms of the Plan, and in accordance with the Securities Act
of 1933, as amended, and the Rules and Regulations promulgated thereunder
(including the filing of a Registration Statement in accordance with said Act,
Rules and Regulations and the performance of the undertakings set forth in the
above-referenced Registration Statement), be legally issued, fully paid and
non-assessable.

         The undersigned hereby consents to the inclusion of his opinion
regarding the legality of the Common Stock being registered in the
above-referenced Registration Statement.

                                                            Very truly yours,

                                                            /s/ STEVEN R. MACKEY

                                                            Steven R. Mackey