EXHIBIT 8.01


                           JONES, DAY, REAVIS & POGUE
                                 77 West Wacker
                          Chicago, Illinois 60601-1692



                               February __, 1997


Nevada Power Company
6226 West Sahara Avenue
Las Vegas, Nevada 89102

NVP Capital I
c/o Nevada Power Company
6226 West Sahara Avenue
Las Vegas, Nevada 89102

Ladies and Gentlemen:

     We have acted as special tax counsel to Nevada Power Company ("Nevada 
Power") and NVP Capital I (the "Series A Issuer"), in connection with the 
preparation and filing with the Securities and Exchange Commission (the 
"Commission") of a Registration Statement on Form S-3 (the "Registration 
Statement"), under the Securities Act of 1933, as amended (the "Securities 
Act"), relating to the proposed issuance of ____________ of ___% Cumulative 
Quarterly Income Preferred Securities, Series A (the "Series A QUIPS"), the 
proceeds of which will be used by the Series A Issuer to purchase from Nevada 
Power the ___% Junior Subordinated Deferrable Interest Debentures, Series A 
(the "Series A QUIDS"). The Series A QUIPS are fully, irrevocably, and 
unconditionally guaranteed by Nevada Power pursuant to the Guarantee 
Agreement between Nevada Power, as Guarantor, and IBJ Schroeder Bank & Trust 
Company, as Guarantee Trustee (the "Guarantee Agreement"). Capitalized terms 
not otherwise defined herein shall have the same meanings as they have in 
documents listed in the paragraph below (the "Transaction Documents").

     In delivering this opinion, we have reviewed the Registration Statement 
and have reviewed and relied upon: (i) the form of the Amended and Restated 
Trust Agreement among Nevada Power and the several trustees named therein, 
(ii) the form of the Junior Subordinated Indenture between Nevada Power and 
IBJ Schroeder Bank & Trust Company, as Trustee, (iii) the form of the 
Guarantee Agreement, (iv) the form the 




Nevada Power Company
NVP Capital I
February __, 1997
Page 2


Series A QUIPS, and (v) the form of the Series A QUIDS, each as filed as 
exhibits to the Registration Statement. In addition, we have examined such 
other documents, statutes and authorities, and have made such other and 
further investigations, as we have deemed relevant and necessary as a basis 
for the opinion hereinafter set forth.

     Based on the foregoing, we hereby confirm that the statements set forth 
in the Registration Statement under the caption "Certain Federal Income Tax 
Consequences", insofar as they purport to constitute a summary of matters of 
United States federal income tax law and regulations or legal conclusions 
with respect thereto, constitute an accurate summary of the United States 
federal income tax matters described therein.

     We express no opinion with respect to the transactions referred to 
herein and in the Registration Statement other than as expressly set forth 
herein. Our opinions are not binding on the IRS and the IRS could disagree 
with the opinions expressed herein. Although we believe that the opinions we 
express herein would be sustained if challenged, there can be no assurance 
that this will be the case.

     Our opinions are based upon the Code, the Treasury regulations 
promulgated thereunder and other relevant authorities and law, all as in 
effect on the date hereof. Consequently, future changes in the law may cause 
the tax treatment of the transactions referred to herein to be materially 
different from that described above.

     We do not express any opinion herein concerning any law other than the 
federal income tax law of the United States.

     This opinion letter is being delivered to each of the addressees solely 
for its benefit and none of the addressees may use, circulate, quote or 
otherwise refer to this opinion letter, or the opinions expressed herein, for 
any purpose without our express written consent. We hereby consent to the 
filing of this letter as an exhibit to the Registration Statement and to the 
use of our name in the sections entitled "Certain Federal Income Tax 
Consequences" and "Legal Opinions" contained in the Registration Statement.


                                       Very truly yours,