EXHIBIT 5.1



[GRAPHIC OMITTED]                                         600 Travis, Suite 4200
                                                          Houston, Texas 77002
                                                          713.220.4200 Phone
                                                          713.220.4285 Fax
                                                          andrewskurth.com


                                  June 9, 2006

Cheniere Energy, Inc.
717 Texas Avenue, Suite 3100
Houston, Texas 77002

Ladies and Gentlemen:

     We have acted as counsel to Cheniere Energy,  Inc., a Delaware  corporation
(the  "Company"),   in  connection  with  the  preparation  and  filing  of  the
Registration  Statement on Form S-8 (the  "Registration  Statement"),  under the
Securities  Act of 1933,  as amended  (the  "Securities  Act"),  relating to the
issuance  and  proposed  sale by the Company  under the  Cheniere  Energy,  Inc.
Amended and Restated 2003 Stock  Incentive  Plan (the "Plan") of up to 3,000,000
shares (the "Shares") of the Company's  common stock, par value $0.003 per share
(the "Common Stock").

     We have  examined  originals or copies of (i) the  Registration  Statement,
(ii) the Plan,  (iii) the Restated  Certificate of Incorporation of the Company,
as amended,  (iv) the Amended and Restated  By-laws of the Company,  as amended,
(v) certain resolutions of the Board of Directors of the Company certified to us
to be true and  correct by the  Secretary  of the  Company,  and (vi) such other
documents  and records as we have deemed  necessary  and  relevant  for purposes
hereof. We have relied upon certificates of public officials and officers of the
Company as to certain  matters of fact  relating  to this  opinion and have made
such  investigations  of law as we have deemed necessary and relevant as a basis
hereof. We have not  independently  verified any factual matter relating to this
opinion.

     We have assumed and have not verified (i) the genuineness of all signatures
on all documents that we have  examined,  (ii) the legal capacity of all natural
persons,  (iii) the  authenticity of all documents  submitted to us as originals
and (iv) the conformity to the authentic  originals of all documents supplied to
us as certified or photostatic or faxed copies.

     Based upon the foregoing,  and subject to the  limitations  and assumptions
set forth herein, and having due regard for such legal considerations as we deem
relevant,  we are of the opinion that the  issuance of the Shares in  accordance
with the Plan has been duly  authorized  by the  Company  and,  when  issued and
delivered upon receipt by the Company of lawful consideration under Delaware law
in  accordance  with  the  Plan,   will  be  validly  issued,   fully  paid  and
non-assessable.

     We  express  no opinion  other  than as to the  federal  laws of the United
States of America and the Delaware  General  Corporation Law (which is deemed to
include the  applicable  provisions  of the Delaware  Constitution  and reported
judicial opinions interpreting those laws).

     We consent to the filing of this opinion as an exhibit to the  Registration
Statement.  In giving this  consent,  we do not thereby 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  issued  thereunder.  Our opinion is
rendered  as of the date  hereof,  and we  assume  no  obligation  to  update or
supplement our opinion to reflect any change of fact,  circumstance or law after
such time as the Registration Statement becomes effective.

                                                           Very truly yours,

                                                           /s/ Andrews Kurth LLP