EXHIBIT 5.1.1


                     [Letterhead of Vinson & Elkins L.L.P.]



                                December 4, 2001


Chesapeake Energy Corporation
6100 North Western Avenue
Oklahoma City, Oklahoma 73118

Ladies and Gentlemen:

         We have acted as counsel for Chesapeake Energy Corporation, an Oklahoma
corporation (the "Company") and certain of its subsidiaries with respect to with
the preparation of the Registration Statement on Form S-4 (the "Registration
Statement") filed with the Securities and Exchange Commission (the "Commission")
in connection with the registration by the Company under the Securities Act of
1933, as amended (the "Securities Act") of (i) the offer and exchange by the
Company (the "Exchange Offer") of $250,000,000 aggregate principal amount of its
8.375% Senior Notes due 2008 (the "Initial Notes"), for a new series of notes
bearing substantially identical terms and in like principal amount (the
"Exchange Notes") and (ii) the guarantees (the "Guarantees") of certain
subsidiaries of the Company listed in the Registration Statement as guarantors
Initial Notes and the Exchange Notes. The Initial Notes and the Exchange Notes
are collectively referred to herein as the "Notes". The Initial Notes are
issued, and the Exchange Notes will be issued, under an Indenture dated as of
November 5, 2001 among the Company, certain subsidiary guarantors and The Bank
of New York, as Trustee (the "Indenture"). The Exchange Offer will be conducted
on such terms and conditions as are set forth in the Prospectus contained in the
Registration Statement to which this opinion is an exhibit.

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of (i) the Restated Certificate of Incorporation, as
amended, and Bylaws of the Company and such documents or similar organizational
documents of each of the subsidiaries of the Company who have issued Guarantees,
(ii) the Indenture and (iii) such other certificates, statutes and other
instruments and documents as we considered appropriate for purposes of the
opinions hereafter expressed.

         In connection with this opinion, we have assumed that the Registration
Statement, and any amendments thereto (including post-effective amendments),
will have become effective and the Exchange Notes will be issued and sold in
compliance with applicable federal and state securities laws and in the manner
described in the Registration Statement.

         Based on the foregoing, we are of the opinion that when the Exchange
Notes have been duly executed, authenticated, issued and delivered in accordance
with the provisions of

the Indenture, (i) such Exchange Notes will be validly issued and will
constitute valid and binding obligations of the Company enforceable against the
Company in accordance with their terms, and (ii) the Guarantees of each of the
subsidiaries of the Company that have issued Guarantees remain valid and binding
obligations of such subsidiaries, enforceable against the Company and each such
subsidiary guarantor in accordance with their respective terms, except in each
case as such enforcement is subject to any applicable bankruptcy, insolvency,
reorganization or other law relating to or affecting creditors' rights generally
and general principles of equity.

         We are further of the opinion that the statements contained in the
prospectus constituting a part of the Registration Statement under the caption
"FEDERAL INCOME TAX CONSIDERATIONS," as qualified therein, constitute an
accurate description, in general terms of the indicated United States federal
income tax consequences to a U.S. holder of the purchase, ownership and
disposition of the Exchange Notes.

         We are members of the bar of the State of Texas. We have relied as to
matters of Oklahoma law on the opinion of Commercial Law Group, P.C., which
opinion is also filed as an exhibit to the Registration Statement. The opinions
expressed herein are limited exclusively to the federal laws of the United
States of America, the laws of the State of New York and, in reliance on the
opinion of Commercial Law Group, P.C., the laws of the State of Oklahoma, and we
are expressing no opinion as to the effect of the laws of any other
jurisdiction, domestic or foreign. We also authorize Commercial Law Group, P.C.
to rely on this opinion for the purpose of rendering its opinion, which will
also be filed as an exhibit to the Registration Statement.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By giving such consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission issued thereunder.


                                               Very truly yours,

                                               /s/ VINSON & ELKINS L.L.P.
                                                   ---------------------------
                                                   Vinson & Elkins L.L.P.