EXHIBIT 5.1

             [LETTERHEAD OF MAYOR, DAY, CALDWELL & KEETON, L.L.P.]

                                 JUNE 14, 1999

Cheniere Energy, Inc.
1200 Smith Street, Suite 1740
Houston, Texas 77002

Ladies and Gentlemen:

     We have acted as counsel for Cheniere Energy, Inc., a Delaware corporation
(the "Company"), in connection with the registration of up to an aggregate of
9,889,617 (the "Shares") of Common Stock, par value $0.003 per share, of the
Company ("Common Stock"), to be sold by certain selling stockholders of the
Company as described in the Company's Registration Statement on Form S-3, filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended ("Registration Statement").  In such capacity, we have familiarized
ourselves with the Articles of Incorporation, as amended to date, and Bylaws of
the Company, as amended to date, and have examined all statutes and other
records, instruments and documents pertaining to the Company that we have deemed
necessary to examine for the purposes of this opinion.

     Based upon our examination as aforesaid, we are of the opinion that:

     1.  The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware; and

     2.  The Shares currently outstanding are, and the Shares underlying
warrants when delivered for sufficient consideration and pursuant to the
provisions of the warrants will be, duly authorized, validly issued, fully paid
and nonassessable shares of Common Stock.

     We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the use
of our name in the Registration Statement at each place in which it appears.

                                        Sincerely,


                                        /s/ Mayor, Day Caldwell & Keeton, L.L.P.
                                        ----------------------------------------
                                        Mayor, Day, Caldwell & Keeton, L.L.P.