EXHIBIT 5.1

                                                       Vinson & Elkins L.L.P.
                                                       2300 First City Tower
                                                       1001 Fannin Street
                                                       Houston, Texas 77002-6760

July 19, 2002

Chesapeake Energy Corporation
6100 North Western Avenue
Oklahoma City, Oklahoma 73118

Ladies and Gentlemen:

         We have acted as counsel for Chesapeake Energy Corporation, an Oklahoma
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), relating to the offer and sale, from
time to time, pursuant to Rule 415 under the Securities Act, of (i) unsecured
debt securities of the Company ("Debt Securities"), in one or more series, (ii)
guarantees of such Debt Securities (the "Guarantees," and together with the Debt
Securities, the "Securities") by certain subsidiaries of the Company listed as
co-registrants of the Registration Statement (the "Subsidiary Guarantors") and
(iii) shares of common stock, par value $0.01, of the Company (including
attached preferred share purchase rights, the "Common Stock").

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of (i) the Registration Statement, (ii) the form of senior
indenture (the "Indenture") filed as an exhibit to the Registration Statement
and (iii) such other certificates, statutes and other instruments and documents
as we considered appropriate for purposes of the opinions hereafter expressed.
As to any facts material to the opinions contained herein, we have made no
independent investigation of such facts and have relied, to the extent that we
deem such reliance proper, upon certificates of public officials and officers or
other representatives of the Company.

         In connection with rendering the opinions set forth below, we have
assumed that (i) all information contained in all documents reviewed by us is
true and correct; (ii) all signatures on all documents examined by us are
genuine; (iii) all documents submitted to us as originals are authentic and all
documents submitted to us as copies conform to the originals of those documents;
(iv) the Registration Statement, and any amendments thereto (including
post-effective amendments), will have become effective and comply with all
applicable laws; (v) the Indenture will have been duly qualified under the Trust
Indenture Act of 1939, as amended; (vi) one or more prospectus supplements to
the prospectus contained in the Registration Statement will have been prepared
and filed with the Commission describing the Securities offered thereby; (vii)
the Indenture, and any supplemental indenture relating to a particular series of
Debt Securities, will be duly authorized, executed and delivered by the parties
thereto in substantially the form reviewed by us; and (viii) a definitive
purchase, underwriting or similar agreement with respect to any Securities
offered will have been duly authorized and validly executed and delivered by the
Company and the other parties thereto.




Chesapeake Energy Corporation
Page 2
July 19, 2002


         Based on the foregoing, and subject to the assumptions, qualifications,
limitations, and exceptions set forth herein, we are of the opinion that, when
(i) the Company and the Subsidiary Guarantors have taken all necessary corporate
or partnership action to approve the issuance and terms of such Debt Securities
and Guarantees, the terms of the offering thereof and related matters and (ii)
such Debt Securities have been duly executed, authenticated, issued and
delivered in accordance with the provisions of the Indenture and the applicable
definitive purchase, underwriting or similar agreement approved by the Company
and the Subsidiary Guarantors upon payment of the consideration therefor as
provided for therein, such Debt Securities will be legally issued and such Debt
Securities and Guarantees will constitute valid and legally binding obligations
of the Company and the Subsidiary Guarantors, respectively, enforceable against
the Company and the Subsidiary Guarantors in accordance with their terms, except
as such enforcement is subject to any applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance or other law relating to or affecting
creditors' rights generally and general principles of equity.

         We express no opinions concerning (a) the validity or enforceability of
any provisions contained in the Indenture that purport to waive or not give
effect to rights to notices, defenses, subrogation or other rights or benefits
that cannot be effectively waived under applicable law; or (b) the
enforceability of indemnification provisions to the extent they purport to
relate to liabilities resulting from or based upon negligence or any violation
of federal or state securities or blue sky laws.

         The foregoing opinions are limited to the laws of the State of New York
and the federal laws of the United States of America and we are expressing no
opinion as to the effect of the laws of any other jurisdiction, domestic or
foreign.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the prospectus forming a
part of the Registration Statement under the caption "Legal Matters." In giving
this consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act and the rules and
regulations thereunder.



                                             /s/ Vinson & Elkins L.L.P.