EXHIBIT 8.1
VINSON & ELKINS L.L.P.
[VINSON & ELKINS LETTERHEAD] 2300 FIRST CITY TOWER
1001 FANNIN STREET
HOUSTON, TEXAS 77002-6760
TELEPHONE (713) 758-2222
FAX (713) 758-2346
www.velaw.com
_______________, 2002
Newfield Exploration Company
363 North Sam Houston Parkway East
Suite 2020
Houston, Texas 77060
Re: Merger with EEX Corporation and Trust Units of Treasure Island
Royalty Trust
Ladies and Gentlemen:
We have acted as counsel for Newfield Exploration Company, a Delaware
corporation (the "Company"), in connection with the Amended and Restated
Agreement and Plan of Merger dated as of May 29, 2002 by and among the Company,
Newfield Operating Company, a Texas corporation and wholly owned subsidiary of
the Company ("Merger Sub"), and EEX Corporation, a Texas corporation ("EEX") (as
amended, the "Merger Agreement"), relating to the proposed merger of Merger Sub
with and into EEX (the "Merger"). At your request, in connection with the filing
of the Registration Statement on Form S-4 relating to the Merger and the other
transactions contemplated by the Merger Agreement with the Securities and
Exchange Commission on or about the date hereof (as amended, the "Registration
Statement"), we have reviewed the descriptions set forth therein under the
captions "Material U.S. Federal Income Tax Consequences--The Merger--Opinion of
Counsel to Newfield" and "Material U.S. Federal Income Tax
Consequences--Ownership of Trust Units" and have concluded that such
descriptions, insofar as they relate to matters of law and legal conclusions,
constitute our opinion as to the anticipated United States federal income tax
consequences of the Merger and the ownership of the Trust Units (as defined in
the Merger Agreement), respectively.
Our opinion is based upon (i) the Merger Agreement, (ii) the
Registration Statement, (iii) officers' certificates containing representations
and certifications made to us by EEX and the Company in the form attached as
Exhibits A and B to the Merger Agreement(1) and (iv) the existing provisions of
the Internal Revenue Code of 1986, as amended, regulations (and administrative
pronouncements) promulgated or proposed thereunder, and interpretations thereof
by the Internal Revenue Service and the courts, all as of the date hereof. We
have also reviewed such other documents and corporate records as we have deemed
necessary or appropriate. We have assumed that the representations and
warranties contained in the Merger Agreement were true, correct and complete
when made and will continue to be true, correct and complete through
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(1) Representations concerning federal tax matters are set forth in the EEX tax
certificate executed by _________________________, ________________________ of
EEX, on ____________, 2002 and the Company tax certificate executed
by _________________________, _________________________ of the Company, on
____________, 2002.
Page 2
_______________, 2002
the effective time of the Merger and that the parties have complied with and, if
applicable, will continue to comply with the covenants contained in the Merger
Agreement.
This opinion is given to you by us solely for your use and benefit, and
is not to be quoted or otherwise referred to or furnished to any governmental
agency (other than the Securities and Exchange Commission in connection with the
Registration Statement or the Internal Revenue Service in connection with an
examination of the transactions contemplated by the Merger Agreement) or to any
other person without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our firm included in the
Registration Statement. In giving this consent, we do not thereby admit that we
come 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.
Very truly yours,