<PAGE> 1
EXHIBIT 5.1
June 30, 2000
Kerr-McGee Corporation
Kerr-McGee Center
Oklahoma City, Oklahoma 73125
Re: FORM S-8 REGISTRATION STATEMENT COVERING SECURITIES ISSUABLE
UNDER THE ORYX ENERGY COMPANY 1997 LONG-TERM INCENTIVE PLAN;
ORYX ENERGY COMPANY EXECUTIVE VARIABLE INCENTIVE PLAN; AND,
ORYX ENERGY COMPANY EQUITY AND DEFERRED COMPENSATION PLAN FOR
NON-EMPLOYEE DIRECTORS
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 Oryx Energy Company 1997
Long-Term Incentive Plan; Oryx Energy Company Executive Variable Incentive Plan;
and, Oryx Energy Company Equity and Deferred Compensation Plan for Non-Employee
Directors ("Oryx Plans")
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 Oryx Plans,
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.
<PAGE> 2
Page 2
June 30, 2000
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,
Gregory F. Pilcher
GFP/kdh
