EXHIBIT 8.1

                  [Letterhead of McAfee & Taft Appears Here]


                                 July 15, 1999



Devon Energy Corporation
20 North Broadway, Suite 1500
Oklahoma City, Oklahoma 73102-8260

Ladies and Gentlemen:

        We have acted as counsel to Devon Energy Corporation, an Oklahoma
corporation ("Devon"), in connection with the proposed merger of Devon Oklahoma
Corporation ("Devon Oklahoma"), an Oklahoma corporation and a direct,
wholly-owned subsidiary of Devon Delaware Corporation, a Delaware corporation
("New Devon"), with and into Devon, and the subsequent merger of PennzEnergy
Company, a Delaware corporation ("PennzEnergy") with and into New Devon
(collectively, the "Mergers"), pursuant to the Amended and Restated Agreement
and Plan of Merger, dated as of May 19, 1999, among Devon, New Devon, Devon
Oklahoma, and PennzEnergy (the "Merger Agreement").

        The opinions expressed in this letter are given pursuant to Section
8.3(b) of the Merger Agreement and are based on our review of the Merger
Agreement, the Joint Proxy Statement/Prospectus of Devon and PennzEnergy
relating to the Mergers, filed with the Securities and Exchange Commission on
June 21, 1999 (the "Proxy Statement"), the exhibits to the Proxy Statement, and
such other materials and documents as we have deemed appropriate. Capitalized
terms not otherwise defined herein shall have the same meanings as they have for
purposes of the Proxy Statement and the Merger Agreement.

        In rendering the opinions expressed in this letter, we have assumed that
(i) the Mergers will be consummated as described in the Merger Agreement and
Proxy Statement, (ii) the facts, representations and warranties set forth in the
Merger Agreement and the Proxy Statement are accurate, (iii) the covenants,
conditions and obligations set forth in the Merger Agreement will be fulfilled,
and (iv) there are no agreements, arrangements, or understandings among any of
Devon, New Devon, Devon Oklahoma, PennzEnergy, or any of their shareholders
relating to the Mergers other than the Merger Agreement and those described or
referenced in the Merger Agreement or the Proxy Statement. While we have made




                                                                             -2-

factual inquiries as we deemed appropriate, we have not undertaken a complete
independent investigation of the factual matter set forth in any of the
foregoing.

        Subject to the foregoing and to the assumptions and limitations set
forth herein and in the Proxy Statement under the caption "Material United
States Federal Income Tax Considerations," and assuming the Mergers are
consummated in accordance with the Merger Agreement, in our opinion:

                (a) The Mergers will be treated for U.S. federal income tax
                purposes as two reorganizations within the meaning of Section
                368(a) of the Internal Revenue Code of 1986, as amended;

                (b) No gain or loss will be recognized by Devon, New Devon,
                Devon Oklahoma or PennzEnergy as a result of the Mergers;

                (c) No gain or loss will be recognized by a U.S. stockholder of
                Devon upon the receipt of shares of New Devon capital stock in
                exchange for Devon capital stock; and

                (d) The discussion under the caption "Material United States
                Federal Income Tax Considerations--Tax Consequences of the
                Merger--Tax Consequences to Devon and its U.S. Stockholders," to
                the extent it describes matters of law and legal conclusions, is
                an accurate summary of the material federal income tax
                consequences of the Mergers to Devon and its U.S. stockholders.

        The opinions expressed herein are limited solely to the federal law of
the United States as in effect on the date hereof and the relevant facts that
exist as of the date hereof. No assurance can be given that the law or facts
will not change, and we have not undertaken to advise you or any other person
with respect to any event subsequent to the date hereof. We express no opinion
as to any tax consequences of or relating to the Mergers other than the federal
income tax consequences which are specifically addressed in this opinion.

        This opinion may be relied upon by you and may not be relied upon by any
other person for any purpose without our prior written consent. We hereby
consent to the inclusion of this opinion as an exhibit to the Registration
Statement of Devon Delaware on Form S-4 ("Registration Statement") and to the
reference to our firm under the caption "Material United States Federal Income
Tax Considerations" in the Proxy Statement which is a part of


                                                                             -3-

the Registration Statement. In giving this consent, we do not thereby concede
that we are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 or the Rules and Regulations of the
Securities and Exchange Commission thereunder.


                                                Very truly yours,

                                                McAFEE & TAFT
                                                A PROFESSIONAL CORPORATION