Exhibit 8.1
GIBSON, DUNN & CRUTCHER LLP
LAWYERS
A REGISTERED LIMITED LIABILITY PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS
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1801 California Street, Suite 4200, Denver, Colorado 80202-2642
(303) 298-5700
www.gibsondunn.com
November 17, 2005
Direct Dial Client Matter No.
(303) 298-5700 C 97394-00035
Fax No.
(303) 296-5310
The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172
Re: The Williams Companies, Inc.
Registration Statement on Form S-4, as filed with the Securities and
Exchange Commission on November 17, 2005
Ladies and Gentlemen:
You have requested our opinion as to the material federal income tax
consequences of the offer (the "Offer") by The Williams Companies, Inc.,
a Delaware corporation (the "Company"), to pay a cash premium for the conversion
of its 5.50% Junior Subordinated Convertible Debentures due 2033 to Common
Stock. The Offer is described in the Preliminary Conversion Offer Prospectus of
the Company, dated November 17, 2005, which forms part of the Company's
Registration Statement on Form S-4, filed with the Securities and Exchange
Commission on November 17, 2005 (the "Registration Statement").
We consent to the filing of this opinion as an exhibit to the Registration
Statement, and we further consent to the use of our name under the caption
"Material United States Federal Income Tax Consequences" in the Registration
Statement and the prospectus that forms a part thereof. In giving these
consents, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations promulgated thereunder.
Sincerely,
GIBSON, DUNN & CRUTCHER LLP