EXHIBIT 5.1



May 28, 1999



Chandler (U.S.A.), Inc.
1010 Manvel Avenue
Chandler, Oklahoma 74834

Gentlemen:


     We have served as counsel for Chandler (U.S.A.), Inc., an Oklahoma
Corporation (the "COMPANY"), in connection with the Registration Statement on
Form S-1 (the "REGISTRATION STATEMENT") filed with the Securities and
Exchange Commission in connection with the registration under the Securities
Act of 1933, as amended (the "1933 ACT"), of $24,000,000 principal amount of
the Company's __% Senior Debentures due 2014 (the "DEBENTURES").

     We have examined the Registration Statement, the Indenture between the
Company and U.S. Trust Company of Texas, N.A., as trustee, pursuant to which
the Debentures are to be issued (the "INDENTURE"), and such other documents
and such questions of law as we have deemed necessary to render the opinion
expressed below.

     In our examination, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as copies, and the authenticity of the originals of
such copied documents.  We have also assumed that, with respect to all
persons and entities other than the Company, such persons or entities had the
power (corporate or otherwise) to enter into and perform all of their
obligations under the Indenture, the due authorization by all requisite
action (corporate or otherwise) on the part of such persons or entities, the
due execution and delivery by such persons or entities of such document, and
the validity and binding effect thereof.  As to any facts material to the
opinion expressed herein that we did not independently establish or verify,
we have relied upon oral or written statements, certificates, and
representations of officers and other representatives of the Company and
others.

     Based upon the foregoing, and subject to the qualifications set forth
below, we are the opinion that when the Debentures are executed and
authenticated in accordance with the terms of the Indenture and delivered in
the manner and for the consideration described in the Registration Statement,
the Debentures will be binding and enforceable obligations of the Company.



     The opinion expressed above is subject to the following qualifications:

     1.   The binding nature and enforceability of the Debentures may be
limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or transfer, and other similar laws affecting the enforcement of
creditors' rights generally and (ii) equitable principles of general
application and judicial discretion that may limit or affect the availability
or grant of certain equitable remedies in certain instances.  In addition,
the binding nature and enforceability of certain of the remedial, waiver, and
other provisions of the Debentures, or of the Indenture for the Debentures,
may be restricted by applicable state law, but such restrictions will not, in
our opinion, render the Debentures invalid as a whole or substantially
interfere with the realization of the principal legal benefits purported to
be provided by the Debentures or by the Indenture for the Debentures (except
to the extent of any procedural delay which may result therefrom).  Further,
the binding nature and enforceability of the indemnification provisions of
the Indenture may be limited by public policies embodied in or reflected by
various state and federal securities laws.

     2.   The opinion expressed herein is limited to the laws of the United
States of  America, the laws of the State of Texas, and the corporate laws of
the State of Oklahoma, and we assume no responsibility as to the
applicability or the effect of any other laws.  We have assumed that the laws
of the State of New York, which purport to govern the Debentures and the
Indenture, are the same as the laws of the State of Texas with respect to the
binding nature and enforceability of the Debentures.

     We consent to the use of this opinion letter as an exhibit to the
Registration Statement and to the use of our name in the Registration
Statement under the heading "Legal Matters."  Our consent, however, is not an
admission that we have come within the category of persons whose consent is
required under Section 7 of the 1933 Act or the rules and regulations of the
Securities and Exchange Commission.

                                       Very truly yours,

                                       GARDERE & WYNNE, L.L.P.

                                       By: /s/ David G. McLane
                                           -----------------------------------
                                           David G. McLane, Partner