1
EXHIBIT 5

LAW OFFICES
ARRINGTON KIHLE GABERINO & DUNN

John L. Arrington, Jr. A Professional Corporation Thomas J. Kirby
Barry K. Beasley 1000 ONEOK Plaza Sheppard F. Miers, Jr.
Rebecca Brett 100 West Fifth Street Jennifer E. Mustain
Stuart D. Campbell Tulsa, Oklahoma 74103-4219 Michael V. Snyder
Patrick W. Cipolla -- John M. Sharp
C. Burnett Dunn (918) 585-8141 Sidney K. Swinson
John A. Gaberino, Jr. -- --
Vivian C. Hale Telecopier (918) 588-7873 Oklahoma City Office
Larry D. Henry 2212 NW 50th, Suite 163
Robert A. Huffman, Jr. Oklahoma City, OK 73112
J. Clarke Kendall II (405) 840-4408
Donald A. Kihle Telecopier (405) 843-9090

May 17, 1996

ONEOK Inc.
100 West Fifth Street
Tulsa, OK 74103

Re: Form S-8, Registration
Statement Under the Securities
Act of 1933, relating to
1,000,000 shares of the Common
Stock, Without Par Value, of
ONEOK Inc.

Gentlemen:

We are retained as regular counsel for ONEOK Inc., a Delaware
corporation (hereinafter called the "Company") which has filed with the
Securities and Exchange Commission ("Commission") under the Securities Act of
1933, as amended, a Registration Statement on Form S-8 relating to the
registration of one million (1,000,000) shares of the Company's Common Stock,
without par value (the "Shares") for sale under the ONEOK Inc. Key Employee
Stock Plan (the "Plan").

We have examined (a) the above-mentioned Registration Statement which
is being filed with the Securities and Exchange Commission; (b) the Third
Restated Certificate of Incorporation, and the By-laws, as amended, of the
Company; (c) the Plan; (d) the corporate actions taken by the Board of
Directors of the Company in connection with the issuance of the Shares; and (e)
such other corporate records, certificates of public officials and officers of
the Company, and other documents as we have considered relevant to the matters
covered by this opinion.

In connection with the foregoing, we wish to advise you as follows:

1. The Company is a corporation validly organized and existing
under the laws of the State of Delaware and is duly qualified to do business as
a foreign corporation in the State of Oklahoma.

11
2
ONEOK Inc.
May 17, 1996
Page 2

2. The filing of the above-mentioned Registration Statement has
been duly authorized by the proper corporate action on the part of the Company.

3. Assuming the Shares are being issued in compliance with the
terms and conditions of the Plan, when the certificates for the Shares have
been executed by the proper officer of the Company, countersigned by the
Transfer Agent and registered by the Registrar thereof, the certificates for
such Shares will represent, and the Shares will constitute, duly authorized,
legally issued, fully paid, non-assessable, valid and legal shares of the
Common Stock of the Company.

We hereby consent to:

1. Being named in the above-mentioned Form S-8 Registration
Statement and the documents constituting a Prospectus under Rule 428 (a) (1) of
the Commission, and in any amendments thereto, under the caption "Experts" and
"Legality," as counsel for the Company, passing upon legal matters in
connection with the Shares and having reviewed the matters of law and legal
conclusions under "Description of Securities" contained in said Registration
Statement and documents which are included therein under our authority as
experts.

2. The filing of this opinion as an exhibit to the
above-mentioned Form S-8 Registration Statement.

Very truly yours,

HUFFMAN ARRINGTON KIHLE GABERINO &
DUNN, INC.

By /s/ Donald A. Kihle
-----------------------------------
Donald A. Kihle, President

DAK:bb