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                                                                     EXHIBIT 8.1


                               BAKER BOTTS L.L.P.
                                One Shell Plaza
                                 910 Louisiana
                              Houston, Texas 77002
                                  713.229.1234
                                Fax 713.229.1522



August 3, 2001



Pride International, Inc.
5847 San Felipe, Suite 3300
Houston, TX 77057

Ladies and Gentlemen:

         We are acting as counsel for Pride International, Inc., a Louisiana
corporation ("Pride") in connection with (i) the merger of Marine Drilling,
Inc., a Texas corporation ("Marine") with and into AM Merger, Inc., a Delaware
corporation ("AMI"), as described in the Merger Agreement dated as of May 23,
2001 among Pride, PM Merger, Inc., a Delaware corporation ("PMI"), Marine, and
AMI (the "Merger Agreement"), (ii) the subsequent merger of Pride with and
into PMI, as described in the Merger Agreement (together, the "Mergers") and
(iii) the preparation and August 3, 2001 filing of the Registration Statement
(the "Registration Statement") with the Securities and Exchange Commission (the
"SEC") under the Securities Act of 1933, as amended (the "Securities Act"). The
Registration Statement includes the proxy statements of Pride and Marine and the
prospectus of Pride and PMI (together, the "Joint Proxy Statement/Prospectus").

         Subject to (1) the assumption that the Mergers will be carried out as
described in the Joint Proxy Statement/Prospectus, (2) the assumptions and
qualifications set forth in the discussion in the Joint Proxy
Statement/Prospectus at "THE MERGERS - Certain United States Federal Income Tax
Consequences - Scope of Discussion," and (3) the assumption that the opinion of
our firm described in the Joint Proxy Statement/Prospectus at "THE MERGERS -
Certain United States Federal Income Tax Consequences - Tax Opinions" shall be
delivered as there described, we hereby confirm the opinions of our firm that
are attributed to us in the Joint Proxy Statement/Prospectus at "THE MERGERS -
Certain United States Federal Income Tax Consequences" under the subheadings
"Treatment of the Pride Shareholders, Including the Former Marine Shareholders,
as a Result of the Reincorporation Merger" and "Treatment of Pride and Marine on
the Transfer of Their Respective Assets in the Mergers." We express no other
opinion as to the United States federal, state, local or other tax consequences
of the Mergers.

         This letter is furnished to you solely for use in connection with the
Mergers and is not to be relied upon by any other person, quoted in whole or in
part, or otherwise referred to (except in a list of closing documents) without
our express written consent. We hereby consent to the filing of this letter as
an exhibit to the Registration Statement and to the reference to our

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BAKER BOTTS L.L.P.                     2                          August 3, 2001
Pride International, Inc.



name in the Joint Proxy Statement/Prospectus at "THE MERGERS - Certain United
States Federal Income Tax Consequences" and "LEGAL MATTERS." In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the SEC thereunder.



                                                     Sincerely,



                                                     BAKER BOTTS L.L.P.