Kenya, like many African countries, has faced enormous challenges in the production of and access to quality relevant teaching and learning materials and resources in primary and secondary school classrooms. This has been occasioned by a plethora of factors which include, but are not limited to, lack of finances, tradition, competence, and the experience to develop such resources. Such a situation has persisted despite the existence and availability of many Open Educational Resources (OERs) that have been developed by education stakeholders at enormous cost. Such freely available resources could potentially improve the quality of existing resources or help to develop new courses. Yet, their uptake and reuse in secondary and primary schools in Kenya continues to be very low. This paper reports the findings of a study in which Open Resources for English Language Teaching (ORELT) developed by the Commonwealth of Learning (COL), Canada, were piloted in a sample of fifty (50) Kenyan secondary schools. The study applied the Model 1 – Distance and Dependence (Zhao et al 2002) model to investigate the challenges that instructors face in adopting and using ORELT materials. The study reported that poor infrastructure, negative attitudes, lack of ICT competencies, and other skill gaps among teachers, as well as lack of administrative support, are some of the challenges experienced in the adoption and use of OERs in Kenyan schools. The findings of the present study will provide useful insights to developers of OERs and Kenyan education stakeholders in devising strategies to optimise utilisation of OERs in the Kenyan school system.