EXHIBIT 5.01

                   [LETTERHEAD OF RAINEY, ROSS, RICE & BINNS]

                                 April 15, 2003

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

     RE:   $130,000,000 PRINCIPAL AMOUNT OF SECURITIES

Gentlemen:

     We have examined the Form S-3 Registration Statement, dated [      ], 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 an aggregate amount of $130,000,000 of debt
securities ("Debt Securities") and shares of common stock, including the
associated preferred stock purchase rights (the "Rights") (together with the
Debt Securities, the "Securities") of the Company. The Debt Securities will be
issued under an Indenture and a new supplemental indenture for each series of
Debt Securities, all from the Company to UMB Bank, N.A., as trustee (such
Indenture, as supplemented and as to be supplemented, is herein referred to as
the "Indenture"). 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 Act 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 Act
and when, as and if the Debt Securities, the Indenture and one or more new
supplemental indentures relating thereto have been duly executed and delivered,
and the consideration for the Debt Securities duly received by the Company, all
in the manner contemplated by the said Registration Statement, the Indenture
will be a valid, legal, and binding instrument of the Company and the Debt
Securities will be legally issued and binding obligations of the Company.

     3.   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 Act
and when, as and if the shares of common stock have been registered and
delivered, and the consideration for the common stock duly received by the
Company, all in the manner contemplated by the said Registration Statement, the
common stock will be legally issued, fully paid and nonassessable shares of
stock of the Company.



     4.   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.

     5.   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.

                                            Respectfully,

                                            RAINEY, ROSS, RICE & BINNS


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