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EXHIBIT 8.1
PRAY, WALKER, JACKMAN, WILLIAMSON & MARLAR
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
900 ONEOK PLAZA
100 WEST 5TH STREET
TULSA, OKLAHOMA 74103-4218
TELEPHONE (918) 581-5500 FACSIMILE (918) 581-5599
September 29, 2000
Board of Directors
Gothic Energy Corporation
6120 South Yale Avenue, Suite 1200
Tulsa, Oklahoma 74136
Ladies and Gentlemen:
This opinion is being delivered to you in connection with the filing,
on or about the date hereof, with the Securities and Exchange Commission of the
Registration Statement on Form S-4, dated September 29, 2000 (the "Registration
Statement"), of Chesapeake Energy Corporation, an Oklahoma corporation
("Chesapeake"), including the Proxy Statement for Gothic Energy Corporation, an
Oklahoma corporation ("Gothic"), and the Prospectus for Chesapeake. The
Registration Statement relates to the Agreement and Plan of Merger, dated
September 8, 2000 (the "Agreement"), by and among Chesapeake, Chesapeake Merger
2000 Corp., an Oklahoma corporation and wholly-owned subsidiary of Chesapeake
("Sub"), and Gothic. Pursuant to the Agreement, Sub will merge with and into
Gothic (the "Merger").
The opinion set forth in this letter is based on relevant provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations
thereunder (including proposed and temporary Regulations), and interpretations
of the foregoing as expressed in court decisions, legislative history, and
existing administrative rulings and practices of the Internal Revenue Service
(including its practices and policies in issuing private letter rulings, which
are not binding on the Internal Revenue Service except with respect to a
taxpayer that receives such a ruling), all as of the date hereof. These
provisions and interpretations are subject to change which may or may not be
retroactive in effect, that might result in modifications of our opinion. Our
opinion does not foreclose the possibility of a contrary determination by the
Internal Revenue Service or a court of competent jurisdiction, or of a contrary
position by the Internal Revenue Service or the Treasury Department in
regulations or rulings issued in the future.
In rendering our opinion, we have made such factual and legal inquiries
as we have deemed necessary or appropriate for purposes of our opinion. For
purposes of rendering our opinion, however, we have not made an independent
investigation or audit of the facts set forth in the Registration Statement. We
have assumed, with your consent, that all of the representations and statements
set forth in the documents that we reviewed (including, without limitation, the
Registration Statement) are true and correct, and each of the obligations
imposed by any such document on the parties thereto has been and will be
performed or satisfied in accordance with its terms. Further, we have assumed
the genuineness of all signatures, the proper execution of all documents, the
authenticity of all documents submitted to us as originals, the conformity to
originals of documents submitted to us as copies, and the authenticity of the
originals from which any copies were made.
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Board of Directors
Gothic Energy Corporation
September 29, 2000
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Based upon, subject to, and limited by the assumptions and
qualifications set forth herein, we are of the opinion that the discussion in
the Registration Statement under the heading "Certain United States Federal
Income Tax Consequences," to the extent such discussion describes applicable
federal income tax law, is correct in all material respects, as of the date
hereof.
In addition to the assumptions set forth above, this opinion is subject
to the exceptions, limitations and qualifications set forth below:
1. This opinion represents and is based upon our best judgment
regarding the application of relevant current provisions of the Code and
interpretations of the foregoing as expressed in existing court decisions,
administrative determinations (including the practices and procedures of the
Internal Revenue Service in issuing private letter rulings, which are not
binding on the Internal Revenue Service except with respect to the taxpayer that
receives such a ruling) and published rulings and procedures all as of the date
hereof. An opinion of counsel merely represents counsel's best judgment with
respect to the probable outcome on the merits and is not binding on the Internal
Revenue Service or the courts. There can be no assurance that positions contrary
to our opinion will not be taken by the Internal Revenue Service, or that a
court considering the issues would not hold contrary to such opinion.
Furthermore, no assurance can be given that future legislative, judicial or
administrative changes, on either a prospective or retroactive basis, would not
adversely affect the accuracy of the opinion expressed herein. Nevertheless, we
undertake no responsibility to advise you of any new developments in the law or
in the application or interpretation of the federal income tax laws.
2. This letter addresses only the specific tax opinion set forth above.
This letter does not address any other federal, state, local or foreign tax
consequences that may result from the Merger or any other transaction (including
any transaction undertaken in connection with the Merger).
This opinion is provided to Gothic Energy Corporation only, and without
our prior consent, may not be relied upon, used, circulated, quoted or otherwise
referred to in any manner by any person, firm, governmental authority or entity
whatsoever. Notwithstanding the prior sentence, we hereby consent to the use of
the opinion letter as an exhibit to the Registration Statement. In giving the
consent, however, we do not thereby admit that we are an "expert" within the
meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ PRAY, WALKER, JACKMAN, WILLIAMSON & MARLAR
Pray, Walker, Jackman, Williamson & Marlar
