EXHIBIT 8.2
 
                               PALMER & DODGE LLP
 
                    One Beacon Street, Boston, MA 02108-3190
Telephone: (617) 573-0100                              Facsimile: (617) 227-4420
 
                               December 16, 1998
 
Colonial Gas Company
40 Market Street
Lowell, Massachusetts 01852
 
Ladies and Gentlemen:
 
  We have acted as counsel to Colonial Gas Company ("Colonial"), a
Massachusetts corporation, in connection with the proposed merger (the
"Merger") of Colonial with and into a wholly owned subsidiary of Eastern
Enterprises ("Eastern"), a Massachusetts business trust, pursuant to an
Agreement and Plan of Reorganization (the "Merger Agreement"), dated as of
October 17, 1998, by and among Eastern and Colonial. The Merger is described in
the Registration Statement on Form S-4 (the "Registration Statement") of which
this exhibit is a part. This opinion is being rendered pursuant to the
requirements of Item 21(a) of Form S-4 under the Securities Act of 1933, as
amended. Capitalized terms not defined herein have the meanings set forth in
the Merger Agreement and the documents related thereto. All section references,
unless otherwise indicated, are to the United States Internal Revenue Code of
1986, as amended (the "Code").
 
  In preparing this opinion, we have examined and relied upon (i) the Merger
Agreement, (ii) the Joint Proxy Statement/Prospectus (the "Proxy Statement")
included in the Registration Statement (iii) the tax representation letters
delivered to us by Eastern and Colonial in connection with this opinion (the
"Representation Letters"), and (iv) such other documents as we have deemed
necessary or appropriate in order to enable us to render this opinion. In our
examination of documents, we have assumed the authenticity of original
documents, the accuracy of copies, the genuineness of signatures, and the legal
capacity of signatories.
 
  In rendering this opinion, we have assumed without investigation or
verification that the facts relating to the Merger as described in the Proxy
Statement are true, correct and complete in all material respects; that all
representations and warranties contained in the Proxy Statement, the Merger
Agreement and the Representation Letters are, at the time they are made, and
will remain at all times through the Effective Time, true, correct and complete
and may be relied upon by us at the time they are made and at all times through
the Effective Time; that any representation in any of the documents referred to
herein that is made "to the best of the knowledge and belief" (or similar
qualification) of any person or party are true, correct and complete without
such qualification; and that, as to all matters for which a person or entity
has represented that such person or entity is not a party to, does not have, or
is not aware of, any plan, intention, understanding or agreement, there is no
such plan, intention, understanding or agreement. We have further assumed that
all parties to the Merger Agreement and to any other documents examined by us
have acted, and will act, in accordance with the terms of such Merger Agreement
and documents; that the Merger will be consummated at the Effective Time
pursuant to the terms and conditions set forth in the Merger Agreement
(including all covenants and conditions contained therein) without the waiver
or modification of any such terms and conditions; that the Merger will be
effective as a merger under the applicable laws of Massachusetts; and that
Eastern, Merger Sub and Colonial each will comply with all reporting
obligations required under the Code and Treasury Regulations with respect to
the Merger. Any inaccuracy in, or breach of, any of the aforementioned
statements, representations or assumptions could adversely affect our opinion.
 
  Our opinion is based on existing provisions of the Code, Treasury
Regulations, judicial decisions, and rulings and other pronouncements of the
Internal Revenue Service (the "IRS") as in effect on the date of this

 
opinion, all of which are subject to change (possibly with retroactive effect)
or reinterpretation. No assurances can be given that a change in the law on
which our opinion is based or the interpretation thereof will not occur or that
such change will not affect the opinion expressed herein. We undertake no
responsibility to advise you of any such developments in the law after the
Effective Time.
 
  No ruling has been or will be sought from the IRS by Eastern, Colonial or
Merger Sub as to the federal income tax consequences of any aspect of the
Merger, and our opinion is not binding upon either the IRS or any court. Thus,
no assurances can be given that a position taken in reliance on our opinion
will not be challenged by the IRS or rejected by a court.
 
  Based upon and subject to the foregoing, the discussion contained in the
Proxy Statement under the heading "Certain Federal Income Tax Consequences,"
subject to the limitations and qualifications described therein, fairly and
accurately represents our opinion as to the material United States federal
income tax consequences of the Merger.
 
  Our opinion addresses only the specific United States federal income tax
consequences of the Merger set forth herein, and does not address any other
federal, state, local, or foreign income, estate, gift, transfer, sales, use or
other tax consequences that may result from the Merger or any other transaction
(including any transaction undertaken in connection with the Merger).
 
  This opinion is being provided to you solely for use in connection with the
Registration Statement, and this opinion letter may not be used, circulated,
quoted, or otherwise referred to for any other purpose. We hereby consent to
the use of our name under the caption "Certain Federal Income Tax Consequences"
in the Registration Statement and to the filing of this opinion as an exhibit
to the Registration Statement.
 
                                          Very truly yours,
 
                                          /s/ Palmer & Dodge LLP