EXHIBIT 5.01

                   [LETTERHEAD OF RAINEY, ROSS, RICE & BINNS]

                                 April 2, 2003

OGE Energy Corp.
321 N. Harvey
Oklahoma City, Oklahoma 73101

     RE:  7,000,000 Shares of Common Stock (par value $0.01 per share) and
          associated Rights to Purchase Series A Preferred Stock

Gentlemen:

     We have examined the Form S-3 Registration Statement, dated April __, 2003
(the "Registration Statement"), of OGE Energy Corp. (the "Company"), to which
this opinion is an exhibit, for the registration under the Securities Act of
1933, as amended (the "Act"), of 7,000,000 Shares of Common Stock (par value
$0.01 per share) (the "Shares"), including the associated preferred stock
purchase rights (the "Rights"). We have examined all records, instruments, and
documents which we have deemed necessary for the purposes of this opinion,
including the Registration Statement on Form S-3 under the Securities Act of
1933, as amended, relating to the Securities to be filed by the Company pursuant
to the Act.

     Based upon the foregoing and upon our general familiarity with the property
and affairs of the Company, we are of the opinion that:

     1. The Company is a validly organized and legally existing corporation, in
good standing under the laws of the State of Oklahoma and is authorized to
conduct and operate its business as a public utility holding company in the
State of Oklahoma.

     2. When, as and if the Registration Statement on Form S-3, to which this
opinion is an exhibit, becomes effective pursuant to the provisions of the
Securities Act of 1933, as amended and when, as and if the Shares have been
registered and delivered, and the consideration for the Shares duly received by
the Company, all in the manner contemplated by the said Registration Statement,
the Shares will be legally issued, fully paid and nonassessable shares of stock
of the Company.

     3. When issued in accordance with the terms of the Amended and Restated
Rights Agreement dated as of October 10, 2000 between the Company and Chase
Mellon Shareholder Services LLC, as Rights Agent, the Rights will be validly
issued.

     4. The statements made in the above-mentioned Registration Statement and in
the related Prospectus, purporting to be made or based upon our opinion
correctly set forth our opinion upon said respective matters.

     We hereby consent to the use of our name in the Registration Statement,
including the accompanying Prospectus, of OGE Energy Corp. to be filed with the
Securities and Exchange Commission and to which this opinion is filed as an
Exhibit and to the use of our opinion filed as Exhibit 5.01 to the Registration
Statement.


                                                Respectfully,

                                                RAINEY, ROSS, RICE & BINNS

                                                By: /s/ HUGH D. RICE
                                                    ------------------------
                                                    Hugh D. Rice