1
                                                                     EXHIBIT 8.1

[BAKER BOTTS LLP LETTERHEAD]




October 3, 2001

001349.0232

Conoco Inc.
600 North Dairy Ashford
Houston, Texas 77079

Gentlemen:

                  As set forth in the final prospectus supplements dated October
3, 2001 (the "Prospectus Supplements"), each of which includes a prospectus
dated September 18, 2001 that is a part of the Registration Statement on Form
S-3 (Registration Nos. 333-69198 and 333-69198-01), as amended, filed by Conoco
Inc., a Delaware corporation (the "Company"), and Conoco Funding Company, a Nova
Scotia unlimited liability company and wholly owned subsidiary of the Company
("Conoco Funding"), with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), relating to the proposed public offerings (the "Offerings") (i) by the
Company of $500,000,000 principal amount of Floating Rate Notes due October 15,
2002 and $500,000,000 principal amount of Floating Rate Notes due April 15, 2003
and (ii) by Conoco Funding of $1,250,000,000 principal amount of 5.45% Notes due
2006, $1,750,000,000 principal amount of 6.35% Notes due 2011 and $500,000,000
principal amount of 7.25% Notes due 2031 fully and unconditionally guaranteed by
the Company, certain legal matters in connection with the Offerings are being
passed upon for you by us. At your request, this opinion of counsel is being
furnished to you for filing as Exhibit 8.1 to a current report of the Company on
Form 8-K (the "Form 8-K").

                  The statements of legal conclusion that appear in the
Prospectus Supplements under the caption "United States Taxation of Non-United
States Persons" are, subject to the assumptions, qualifications and limitations
set forth therein, our opinion.

                  Pursuant to the provisions of Rule 436(a) of the rules and
regulations of the Commission under the Securities Act, we hereby consent to the
inclusion as aforesaid of our opinion of counsel under the caption "United
States Taxation of Non-United States Persons" in the Prospectus Supplements, to
the references to our Firm under such caption and the caption "Legal Matters" in
the Prospectus Supplements and to the filing of this opinion with the Commission
as an exhibit to the Form 8-K. In giving such consent, we do not admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Commission thereunder.

                                          Very truly yours,

                                          BAKER BOTTS L.L.P.