EXHIBIT 8.2
[LETTERHEAD OF BAKER & BOTTS, L.L.P.]
July 15, 1999
PennzEnergy Company
Pennzoil Place
P.O. Box 4616
Houston, TX 77210-4616
Re: PennzEnergy Company
Devon Energy Corporation
Joint Proxy Statement/Prospectus
Dated as of July 13, 1999
Gentlemen:
We have acted as counsel to PennzEnergy Company, a Delaware
corporation ("PennzEnergy"), in connection with the proposed mergers (the
"Mergers") (1) of Devon Oklahoma Corporation, an Oklahoma corporation ("Merger
Sub"), and a direct, wholly-owned subsidiary of Devon Delaware Corporation, a
Delaware corporation ("New Devon"), with and into Devon Energy Corporation, an
Oklahoma corporation ("Devon"), and (2) of PennzEnergy with and into New Devon,
pursuant to the Amended and Restated Agreement and Plan of Merger by and among
Devon, New Devon, Merger Sub and PennzEnergy, dated as of May 19, 1999 (the
"Merger Agreement").
The following opinion is based on our review of the Merger Agreement,
the Joint Proxy Statement/Prospectus of PennzEnergy and Devon relating to the
proposed Mergers filed with the Securities and Exchange Commission on July 13,
1999 (the "Proxy Statement") and such other materials and documents as we have
deemed appropriate. In rendering our opinion, we have assumed that the Mergers
will be consummated as described in the Merger Agreement and Proxy Statement,
that the facts, representations and warranties set forth in the Merger Agreement
and the Proxy Statement are accurate, that the covenants, conditions and
obligations set forth in the Merger Agreement will be fulfilled, and that there
are no agreements, arrangements, or understandings
among any of PennzEnergy, Devon, New Devon, Merger Sub 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. We have
not, however, undertaken any independent investigation of any factual matter set
forth in any of the foregoing. Capitalized terms not otherwise defined herein
shall have the same meanings as they have for purposes of the Proxy Statement
and the Merger Agreement.
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 that the Mergers are
consummated in accordance with the Merger Agreement, the discussion under the
caption "Material United States Federal Income Tax Considerations -- Tax
Consequences of the Merger -- Tax Consequences to PennzEnergy 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 PennzEnergy and its shareholders.
This opinion is 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 are delivering this opinion to you and, without our prior written
consent, no other persons are entitled to rely on this opinion. We hereby
consent to the filing of this opinion as an exhibit to this Registration
Statement on Form S-4 and the Proxy Statement contained therein and to the
reference to our firm under the caption "Material United States Federal Income
Tax Considerations" in the Proxy Statement. In giving such 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.
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 the foregoing opinion.
Very truly yours,
BAKER & BOTTS, L.L.P.
By: /s/ William C. Griffith
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William C. Griffith