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EXHIBIT 8.2

                              CANADIAN TAX OPINION
                                CAMPNEY & MURPHY
                             Barristers & Solicitors
                                 P.O. Box 48800
                          2100-1111 West Georgia Street
                             Vancouver, B.C. V7X 1K9



R.J. MacRAE
Direct No. (604) 661-7533
Email. bmacrae@campney.com
File No. 030451/93


July 14, 1998

Optima Petroleum Corporation
600 - 595 Howe Street
Vancouver, B.C.  V6C 2T5
Canada

Ladies and Gentlemen:

We have acted as Canadian tax counsel for Optima Petroleum Corporation
("Optima") in connection with the continuation of Optima from Canada and the
jurisdiction of the Canada Business Corporation Act into the State of Delaware
(the "Continuation"). The Continuation will occur pursuant to the resolution of
the Board of Directors of Optima, the resolution to be approved by the
shareholders of Optima at an extraordinary general meeting, the Certificate of
Continuation and Certificate of Incorporation to be filed with the Secretary of
the State of Delaware, and the bylaws of Optima (the "Continuation Documents").

You have requested our opinion regarding the Canadian federal income tax matters
addressed in the discussion entitled "Canadian Income Tax Considerations" in the
Registration Statement on Form S-4 filed by Optima with the Securities and
Exchange Commission (which contains a prospectus and proxy statement of Optima)
(the "Registration Statement"). In delivering this opinion, we have reviewed and
relied upon the facts, statements, descriptions and representations set forth in
the Registration Statement, the Continuation Documents, and such other documents
pertaining to the Continuation as we have deemed necessary or appropriate.

In connection with rendering this opinion, we have also assumed (without any
independent investigation) that:

1.       Original documents (including signatures) are authentic, documents
         submitted to us as copied conform to the original documents, and there
         has been (or will be by the effective time of the Continuation) due
         execution and delivery of all documents where due execution and
         delivery are prerequisites to effectiveness thereof;
    
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2.       Any statement made in any of the documents referred to herein, "to the
         best of the knowledge" of any person or party is correct without such
         qualification;

3.       All statements, descriptions and representations contained in any of
         the documents referred to herein or otherwise made to us are true and
         correct in all material respects and no actions have been (or will be)
         taken which are inconsistent with such representations;

4.       The Continuation will be reported by Optima on its federal income tax
         returns in a manner consistent with the opinion set forth below; and

5.       The Continuation will be consummated in accordance with the
         Continuation Documents (and without any waiver, breach or amendment of
         any of the provisions thereof) and will be effective under the
         applicable state law.

Based on our examination of the foregoing items and subject to the assumptions,
exceptions, limitations and qualifications set forth herein, we are of the
opinion that for Canadian federal income tax purposes, the discussion entitled
"Tax Consequences" in the Registration Statement insofar as it relates to
statements of Canadian legal law or Canadian legal conclusions is correct in all
material respects.

This opinion represents and is based upon our best judgment regarding the
application of federal income tax laws arising under the Canadian Income Tax Act
(the "Act"), existing judicial decisions, administrative regulations and
published rulings and procedures. Our opinion is not binding upon Revenue Canada
or the courts, and there is no assurance that Revenue Canada will not
successfully assert a contrary position. Furthermore, no assurance can be given
that future legislative, judicial or administrative changes, on either a
prospective or retroactive basis, would not adversely affect the accuracy of the
conclusions stated herein. Nevertheless, we undertaken no responsibility to
advise you of any new developments in the application or interpretation of the
Federal income tax laws.

This opinion only addresses matters under Canadian federal income tax laws. It
does not address the tax considerations applicable to Canadian shareholders of
Optima who own ten percent or more of the voting power or value of Optima.

No opinion is expressed as to any transaction other than the Continuation as
described in the Continuation Documents or to any transaction whatsoever,
including the Continuation, if all the transactions described in the
Continuation Documents are not consummated in accordance with the terms of such
Continuation Documents and without waiver or breach of any material provision
thereof or if all of the representations, warranties, statements and assumptions
upon which we relied are not true and accurate at all relevant times. In the
event any one of the statements, representations, warranties or assumptions upon
which we have relief to issue this opinion is incorrect, our opinion might be
adversely affected and may not be relied upon.

This opinion has been delivered to you for the purpose of filing of this opinion
as an exhibit to the Registration Statement. It may not be relied upon for any
other purpose or by any other person or entity, and may not be made available to
any other person or entity without our prior written consent. We hereby consent
to the filing of this opinion as an exhibit to the Registration Statement and to
the use of our name under the heading "Legal Matters". In giving such 
    
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consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended.

Yours truly,

CAMPNEY & MURPHY

"Campney & Murphy"