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EXHIBIT 5.1
October 4, 2000
Chesapeake Energy Corporation
6100 North Western Avenue
Oklahoma City, OK 73118
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-4 to be filed by
you with the Securities and Exchange Commission on or about October 4, 2000. The
Registration Statement covers 4,000,000 shares of common stock, par value $.01
per share, of Chesapeake Energy Corporation to be issued in connection with the
merger of your wholly owned subsidiary Chesapeake Merger 2000 Corp. with and
into Gothic Energy Corporation pursuant to the terms of the Agreement and Plan
of Merger, dated September 8, 2000, among Chesapeake Energy Corporation, Gothic
Energy Corporation and Chesapeake Merger 2000 Corp. (the "Merger Agreement"). We
have also examined the Merger Agreement and your Certificate of Incorporation,
Bylaws, minute books and other corporate records, and we have made such other
investigation as we have deemed necessary in order to render the opinions
expressed herein.
Based on the foregoing, we are of the opinion that the shares covered
by the Registration Statement, upon approval of the Merger Agreement by a
majority of the outstanding shares of common stock of Gothic Energy Corporation
and when issued in accordance with the Merger Agreement, will be legally issued,
fully paid and nonassessable in accordance with the Oklahoma General Corporation
Act.
Consent is hereby given for the inclusion of this opinion as part of
the Registration Statement.
Very truly yours,
/s/ WINSTEAD SECHREST & MINICK P.C.
WINSTEAD SECHREST & MINICK P.C.
