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EXHIBIT 5.1
June 13, 2000
Kerr-McGee Corporation
Kerr-McGee Center
Oklahoma City, Oklahoma 73125
Re: FORM S-8 REGISTRATION STATEMENT COVERING SECURITIES
ISSUABLE UNDER THE 1998 LONG TERM INCENTIVE PLAN
Gentlemen:
You have requested my advice with respect to the legality of the shares of
Common Stock, par value $1.00 per share ("Common Stock"), of Kerr-McGee
Corporation, a Delaware corporation ("Company") to be registered with the
Securities and Exchange Commission on a Form S-8 Registration Statement
("Registration Statement") and issuable pursuant to the Kerr-McGee Corporation
1998 Long Term Incentive Plan ("Plan").
In connection with the foregoing request, I or a member of my staff have
examined the Registration Statement, the Company's Certificate of Incorporation
and Bylaws, as amended to date, corporate minutes, the Plan, and such other
documents and records as I deem necessary to render the opinions contained
herein. I have assumed the genuineness of all signatures and conformity to
original documents of copies of such documents. As to any facts relevant to my
opinion, I have relied upon information given to me by the Officers of the
Company and others.
Based on the foregoing, it is my opinion that:
1. The Company is in good standing under the laws of the State of
Delaware.
2. The authorized but unissued shares of Common Stock being
registered pursuant to the Registration Statement have been duly
authorized by the Company and will, upon being issued under the
Plan as described in the Registration Statement, be validly
issued, fully paid and nonassessable.
I consent to the use of this opinion as an exhibit to the captioned
Registration Statement.
Sincerely,
/s/ GREGORY F. PILCHER
Gregory F. Pilcher
